ALLIANCE PORTFOLIOS
N-30D, 1995-07-06
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ALLIANCE GROWTH INVESTORS FUND
and
ALLIANCE CONSERVATIVE INVESTORS FUND
Annual Report
April 30, 1995

(cover)

LETTER TO SHAREHOLDERS                            ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------

June 15, 1995


Dear Shareholder:

We would again like to address both Alliance Growth Investors Fund and Alliance 
Conservative Investors Fund in this letter, a practice that we began with our 
December letter. We would also like to inform you that the portfolio manager 
team for both portfolios has been changed.

Bruce Calvert, who is Alliance's Vice Chairman and Chief Investment Officer, 
recently assumed responsibility for asset mix decisions. Mike Baldwin and Paul 
Rissman are respectively managing the equity portfolios of Alliance Growth 
Investors Fund and Alliance Conservative Investors Fund and Allison Martier 
will continue to manage fixed income for both portfolios.

MARKET & ECONOMIC OUTLOOK
Evidence of a substantial slowing in economic activity has emerged over the 
last few months as a result of restrictive Federal Reserve policy and a 
slowdown in trade. In the months immediately ahead, the slowdown is expected to 
continue as businesses attempt to reduce unwanted inventories by trimming 
production schedules and employment. 

We have reduced our growth expectations to reflect these trends and now look 
for little or no growth in the second and third quarters of 1995. We do not, 
however, believe that the economy is headed into recession. The trade picture 
seems to be stabilizing, domestic consumers seem able and willing to spend and, 
if necessary, the Federal Reserve will lower short-term interest rates, 
particularly if inflation fears abate further. The budget debate, which won't 
be resolved until September or October, is important in this regard; and for 
now we're optimistic that real progress toward deficit reduction will be made.
Thus, the near-term economic outlook is relatively benign for financial 
markets. Slower but steady and extended growth, coupled with diminished 
inflation fears, suggest stable, or even slightly lower interest rates and 
moderately high (16-18x) price earnings rates for common stocks.

GROWTH INVESTORS FUND
Alliance Growth Investors Fund has an equity range of 40-90% of assets and we 
expect equities to average about 70% over time. The two primary determinants of 
the asset mix are our analyses of the rates of return available in different 
asset classes and of the cycle in the economy and financial markets.

Over much of last year we erred on the side of caution by holding below-average 
exposure to common stocks and above-average exposure to fixed income and cash. 
Our stock market concerns related to valuation in the context of high and 
rising short-term interest rates, and to liquidity conditions due to the 
strength of economic activity. These worries proved unfounded as economic 
activity decelerated, freeing up liquidity and permitting a sharper than 
anticipated decline in interest rates. Consequently, we increased the Fund's 
equity exposure early in the second quarter of 1995 and performance over the 
last few months is tracking expectations.

For the twelve- and six-month periods ended April 30, 1995, the following table 
compares your Fund's total returns with that of the broad U.S. stock market, 
represented by the unmanaged S&P 500-stock Index, and with its benchmark, 
represented by a 70/30 composite of the S&P 500 and the unmanaged Lehman 
Brothers Aggregate Bond Index, respectively:

                               Twelve Months   Six Months
                                 Through April 30, 1995
                                 ----------------------
ALLIANCE GROWTH INVESTORS FUND
  Class A                         +5.57%         +4.05%
  Class B                         +4.83%         +3.67%
  Class C                         +4.91%         +3.76%
S&P 500                           +16.12%        +10.45%
70/30 S&P 500/
LB Aggregate Bond Index         +13.65%         +9.75%

The Fund's total returns are based on the net asset values of each class of 
shares as of April 30; additional investment results appear on page 3.

1


                                                  ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
At this writing, the Fund is about 65% in common stocks. Five percentage points 
of that is in foreign equities. Roughly 20% of the portfolio is in fixed income 
with a market-like duration, and less than 15% is in cash. No immediate changes 
in the mix are anticipated, but if equities appreciate significantly or the 
economy shows signs of strong recovery we will again be more cautious.

CONSERVATIVE INVESTORS FUND
Alliance Conservative Investors Fund has an equity range of 10-50% of assets 
and we expect equity exposure to average 30% over time. In further contrast to 
Growth Investors, the equity portfolio is invested in generally less volatile 
stocks and the Fund does not own foreign equities.

Our conservative stance toward equity exposure (described above) caused the 
portfolio to lag comparable benchmarks for most of the year.

For the twelve- and six-month periods ended April 30, 1995, the following table 
compares your Fund's total returns with that of the broad U.S. bond market, 
represented by the unmanaged Lehman Brothers Aggregate Bond Index, and with its 
benchmark, represented by a 70/30 composite of the Lehman Brothers Aggregate 
Bond Index and the unmanaged S&P 500-stock Index, respectively:

                                     Twelve Months   Six Months
                                       Through April 30, 1995
                                       ----------------------
ALLIANCE CONSERVATIVE INVESTORS FUND
  Class A                               +4.65%         +5.68%
  Class B                               +3.91%         +5.31%
  Class C                               +4.01%         +5.41%
LB Aggregate Bond Index                 +7.68%         +8.11%
70/30 LB Aggregate Bond Index/S&P 500   +10.28%        +8.81%


The Fund's total returns are based on the net asset values of each class of 
shares as of April 30; additional investment results appear on page 5. 

Currently, the Fund is about 20% in common stocks, 65% in fixed income with a 
market like duration and 15% in cash.

We appreciate your investment in Alliance Growth Investors Fund and Alliance 
Conservative Investors Fund and look forward to reporting their progress to you 
in the coming months.

Sincerely,


John D. Carifa
Chairman and President

2


INVESTMENT RESULTS                               ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------
VERAGE ANNUAL TOTAL RETURN AS OF APRIL 30, 1995

CLASS A SHARES
                                  WITHOUT          WITH
                               SALES CHARGE   SALES CHARGE
                               ------------   ------------
 . One Year                         +5.57%         +1.04%
 . Since Inception*                 +8.68          +7.13

CLASS B SHARES
                                  WITHOUT          WITH
                               SALES CHARGE   SALES CHARGE
                               ------------   ------------
 . One Year                         +4.83%         +0.83%
 . Since Inception*                 +7.88          +7.30

CLASS C SHARES
 . One Year                         +4.91%
 . Since Inception*                 +2.62%

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

*Inception: 5/4/92, Class A and Class B; 8/2/93 Class C.

3


INVESTMENT RESULTS                               ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------
NEW CHART TO COME


4


INVESTMENT RESULTS                         ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN AS OF APRIL 30, 1995

CLASS A SHARES
                                  WITHOUT          WITH
                               SALES CHARGE   SALES CHARGE
                               ------------   ------------
 . One Year                         +4.65%         +0.21%
 . Since Inception*                 +5.66          +4.15

CLASS B SHARES
                                  WITHOUT          WITH
                               SALES CHARGE   SALES CHARGE
                               ------------   ------------
 . One Year                         +3.91%         -0.09%
 . Since Inception*                 +4.90          +4.29

CLASS C SHARES
 . One Year                         +4.01%
 . Since Inception*                 +0.52

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

*Inception: 5/4/92, Class A and Class B; 8/2/93 Class C.

5

                                           ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------
NEW CHART TO COME

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

The Lehman Brothers Aggregate Bond Index is an unmanaged index composed of the 
Mortgage-Backed Securities Index, the Asset-Backed Securities Index and the 
Government/Corporate Bond Index. The Standard and Poor's 500-stock Index is an 
unmanaged index that includes 500 U.S. stocks. It is a common measure of the 
performance of the overall U.S. stock market. The comparison shown above 
represents a 70/30 weighting.

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

Alliance Conservative Investors Fund
70% LBAggregate/30% S&P 500 Composite
LBAggregate 

6


TEN LARGEST HOLDINGS
APRIL 30, 1995                                   ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------
                                                                     PERCENT OF
COMPANY                                                    VALUE     NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes                                    $11,957,352        17.1%
Federal National Mortgage Association                    2,342,000         3.4
U.S. Treasury Bonds                                      2,152,126         3.1
Government National Mortgage Association                 2,115,178         3.0
Philip Morris Cos., Inc.                                 2,032,500         2.9
General Electric Co.                                     1,680,000         2.4
Gillette Co.                                             1,640,000         2.4
Medtronic, Inc.                                          1,413,125         2.0
Bank of New York Co., Inc.                               1,315,000         1.9
Pfizer, Inc.                                             1,212,750         1.7
                                                       $27,860,031        39.9%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1995
- -------------------------------------------------------------------------------
                                                          SHARES OR PRINCIPAL
                                                        -----------------------
                                                                      HOLDINGS
PURCHASES                                                   BOUGHT    4/30/95
- -------------------------------------------------------------------------------

Federal National Mortgage Association, 8.00%, 4/01/25   $ 2,347,869  $2,347,869
Government National Mortgage Association, 7.00%,4/15/25 $ 1,428,000  $1,428,000
Merck & Co., Inc.                                            25,000      25,000
Pfizer, Inc.                                                 14,000      14,000
U.S. Treasury Note, 7.25%, 2/15/98                      $ 3,650,000  $3,650,000
U.S. Treasury Note, 7.125%, 9/30/99                     $ 2,170,000  $2,170,000
U.S. Treasury Note, 7.75%, 12/31/99                     $ 2,200,000  $2,200,000
U.S. Treasury Note, 7.875%, 11/15/04                    $ 1,250,000  $1,250,000
U.S. Treasury Note, 7.50%, 2/15/05                      $ 2,400,000  $2,400,000
U.S. Treasury Bond, 7.50%, 11/15/24                     $ 1,690,000  $1,690,000
 
                                                                       HOLDINGS
SALES                                                        SOLD       4/30/95
- -------------------------------------------------------------------------------
Caterpillar, Inc.                                           22,000          -0-
Dollar General Corp.                                        18,000          -0-
Government National Mortgage Association, 7.50%, 1/15/24 $ 878,000          -0-
Government National Mortgage Association, 7.00%, 6/15/24 $ 997,000          -0-
Government National Mortgage Association, 8.50%, 9/15/24 $ 750,000          -0-
Penney (J.C.) Co., Inc.                                     20,000          -0-
Sprint Corp.                                                22,000          -0-
U.S. Treasury Bond, 6.25%, 8/15/23                     $ 2,295,000          -0-
U.S. Treasury Note, 6.50%, 5/15/97                     $ 1,065,000          -0-
U.S. Treasury Note, 6.75%, 5/31/99                     $ 2,630,000          -0-

7


TEN LARGEST HOLDINGS
APRIL 30, 1995                             ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------
                                                                     PERCENT OF
COMPANY                                                    VALUE     NET ASSETS
- -------------------------------------------------------------------------------
U.S. Treasury Notes                                    $21,378,466        41.9%
Government National Mortgage Association                 6,667,261        13.0
U.S. Treasury Bonds                                      4,543,685         8.9
Premier Auto Trust, 7.15%, 2/04/99                       1,498,594         2.9
General Motors Acceptance Corp., 1.00%, 10/15/02         1,366,703         2.7
Federal National Mortgage Association, 8.00%, 4/01/25    1,268,583         2.5
Georgia Pacific Corp., 8.25%, 3/01/23                    1,252,251         2.4
Italy (Republic of), 6.875%, 9/27/23                     1,071,187         2.1
General Electric Co.                                       504,000         1.0
Bank of New York Co., Inc.                                 493,125         1.0
                                                       $40,043,855        78.4%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1995
- -------------------------------------------------------------------------------
                                                                PRINCIPAL
                                                         ---------------------
                                                                      HOLDINGS
PURCHASES                                                  BOUGHT     4/30/95
- -------------------------------------------------------------------------------
Federal National Mortgage Association, 8.00%, 4/01/25   $ 1,271,762  $1,271,762
Georgia Pacific Corp., 8.25%, 3/01/23                   $ 1,300,000  $1,300,000
Government National Mortgage Association, 7.00%,4/15/25 $ 2,142,000  $2,142,000
Italy (Republic of), 6.875%, 9/27/23                    $ 1,300,000  $1,300,000
Premier Auto Trust, 7.15%, 2/04/99                      $ 1,500,000  $1,500,000
U.S. Treasury Bond, 7.625%, 2/15/25                     $ 2,150,000  $2,150,000
U.S. Treasury Note, 7.25%, 2/15/98                      $ 6,400,000  $6,400,000
U.S. Treasury Note, 7.75%, 12/31/99                     $ 7,850,000  $7,850,000
U.S. Treasury Note, 7.875%, 11/15/04                    $ 1,600,000  $1,600,000
U.S. Treasury Note, 7.50%, 2/15/05                      $ 1,900,000  $1,900,000

                                                                       HOLDINGS
SALES                                                       SOLD        4/30/95
- -------------------------------------------------------------------------------
Abbey National Treasury, 4.9375%, 3/10/99               $ 1,700,000          -0-
Chemical Banking Corp., 7.875%, 7/15/06                 $ 1,100,000          -0-
Federal National Mortgage Association, 7.60%, 4/14/04   $ 1,200,000          -0-
Ford Motor Credit Co., 5.625%, 10/15/97                 $ 1,000,000          -0-
Government National Mortgage Association,7.00%,12/15/23 $ 2,123,000          -0-
Government National Mortgage Association,8.50%,9/15/24  $ 2,199,000          -0-
Lehman Brothers Holdings, Inc., 4.50%, 2/10/96          $ 1,000,000          -0-
U.S. Treasury Bond, 7.50%, 11/15/24                     $   710,000  $2,290,000
U.S. Treasury Note, 6.50%, 5/15/97                      $ 2,115,000          -0-
U.S. Treasury Note, 6.75%, 5/31/99                      $ 6,900,000          -0-

8


PORTFOLIO OF INVESTMENTS
APRIL 30, 1995                                   ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-60.9%
UNITED STATES INVESTMENTS-54.0%
CONSUMER NONCYCLICALS-19.1%
BEVERAGES-0.8%
Coca-Cola Co.                                            10,000       $581,250

BROADCASTING-2.0%
Capital Cities ABC, Inc.                                 11,000        929,500
Central European Media Enterprises Ltd.                   1,400         17,150
Comcast Corp., Cl. A                                     30,000        470,625
                                                                     1,417,275

COMPUTERS-0.5%
COMPAQ Computer Corp.                                     8,000        304,000
DRUGS-3.3%
Merck & Co., Inc.                                        25,000      1,071,875
Pfizer, Inc.                                             14,000      1,212,750
                                                                     2,284,625

ENTERTAINMENT & LEISURE-0.6%
Walt Disney Co.                                           8,000        443,000
FOOD-1.8%
IBP, Inc.                                                28,000      1,036,000
Kellogg Co.                                               3,000        190,500
                                                                     1,226,500

HOSPITAL SUPPLIES & SERVICES-4.0%
Columbia HCA Healthcare Corp.                             6,000        252,000
Medtronic, Inc.                                          19,000      1,413,125
U.S. Healthcare, Inc.                                     6,700        178,387
United Healthcare Corp.                                  26,300        953,375
                                                                     2,796,887

SOAPS & TOILETRIES-2.4%
Gillette Co.                                             20,000      1,640,000
TOBACCO-3.7%
Philip Morris Cos., Inc.                                 30,000     $2,032,500
UST, Inc.                                                20,000        562,500
                                                                     2,595,000
                                                                    13,288,537

TECHNOLOGY-10.5%
COMPUTERS-0.5%
cisco Systems, Inc.*                                      8,000        318,500

ELECTRONICS-4.8%
Applied Materials, Inc.*                                 10,000        617,500
Linear Technology Corp.                                  10,000        593,750
Molex, Inc.                                              17,000        646,000
Motorola, Inc.                                           20,000      1,137,500
Silicon Graphics, Inc.*                                  10,000        375,000
                                                                     3,369,750
OFFICE EQUIPMENT-0.9%
Oracle Systems Corp.                                     20,000        608,750
SEMI-CONDUCTORS & RELATED-0.4%
Intel Corp.                                               3,000        307,313

TELECOMMUNICATIONS-3.9%
ADC Telecommunications, Inc.                             20,000        660,000
Air-Touch Communications, Inc.*                          20,000        537,500
Andrew Corp.*                                            15,000        744,375
AT&T Corp.                                               10,000        507,500
MCI Communications Corp.                                 12,000        260,250
                                                                     2,709,625
                                                                     7,313,938

CREDIT SENSITIVE-5.9%
BANKS-3.4%
Bank of New York Co., Inc.                               40,000      1,315,000
Citicorp                                                 14,000        649,250
First Bank System, Inc.                                  11,000        445,500
                                                                     2,409,750
FINANCIAL SERVICES-0.1%
Dean Witter, Discover & Co.                               1,800         76,275

9

PORTFOLIO OF INVESTMENTS (CONTINUED)             ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
INSURANCE-2.4%
AFLAC, Inc.                                              20,000       $825,000
American International Group, Inc.                        3,000        320,250
General Reinsurance Corp.                                 4,000        509,500
                                                                     1,654,750
                                                                     4,140,775

CONSUMER CYCLICALS-5.3%
AUTO RELATED-0.5%
Cooper Tire & Rubber                                     15,000        367,500
AUTO & TRUCKS-0.5%
AutoZone, Inc.*                                          15,000        346,875
BUSINESS SERVICES-0.4%
Browning Ferris Industries, Inc.                          8,000        264,000
HOTELS & RESTAURANTS-0.2%
Wendy's International, Inc.                              10,000        170,000
MISCELLANEOUS-0.7%
Hasbro, Inc.                                             15,000        476,250
RESTAURANTS & LODGING-1.6%
Marriot International Inc.                               14,000        504,000
McDonald's Corp.                                         17,000        595,000
                                                                     1,099,000
RETAIL - GENERAL-1.4%
May Department Stores Co.                                12,000        435,000
Office Depot, Inc.*                                      24,000        546,000
                                                                       981,000
                                                                     3,704,625

CAPITAL GOODS-3.9%
ELECTRICAL EQUIPMENT-2.4%
General Electric Co.                                     30,000      1,680,000
INDUSTRIAL MACHINERY-0.6%
Tyco International, Ltd.                                  8,000       $420,000
MACHINERY-0.9%
Deere & Co.                                               8,000        656,000
                                                                     2,756,000

BASIC MATERIALS-3.8%
CHEMICALS-2.0%
Hercules, Inc.                                           15,000        748,125
Morton International, Inc.                               20,000        620,000
                                                                     1,368,125
MINING & METALS-1.3%
Aluminum Co. of America                                  20,000        897,500
PAPER-0.5%
International Paper Co.                                   5,000        385,000
                                                                     2,650,625

ENERGY-2.4%
OIL - DOMESTIC-1.1%
Phillips Petroleum Co.                                   22,000        770,000
XCL, Ltd.*                                                5,000          2,500
                                                                       772,500
PIPELINES-1.3%
Enron Corp.                                              26,000        884,000
                                                                     1,656,500

GENERAL BUSINESS-1.2%
BUSINESS SERVICES-1.2%
Manpower Inc.                                            10,000        333,750
Paychex, Inc.                                            11,000        524,563
                                                                       858,313

BUSINESS SERVICES-1.1%
PROFESSIONAL SERVICES-1.1%
Reynolds & Reynolds Co., Cl. A                           30,000        795,000

10


                                                 ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
DIVERSIFIED-0.5%
Allied-Signal, Inc.                                       9,000       $356,625

BASIC INDUSTRIES-0.3%
CHEMICALS-0.3%
Union Carbide Corp.                                       5,000        160,000
Total United States Investments
  (cost $34,369,869)                                                37,680,938

FOREIGN INVESTMENTS-6.9%
ARGENTINA-0.0%
YPF S.A. (ADS)                                              500         10,125
  Oil & Gas Exploration

AUSTRALIA-0.2%
AAPC, Ltd.                                               15,000          7,964
  Food Services & Lodging
Ampolex, Ltd.*                                            9,000         25,987
  Oil - International
Biron Corp., Ltd.                                        10,000          5,091
  Mining & Metals
Brambles Industries, Ltd.                                 1,000          9,863
  Trucking & Shipping
Diamond Ventures, Ltd.*                                  30,000          3,710
  Mining & Metals
Gwalia Consolidated, Ltd.                                15,000         20,183
  Mining & Metals
MacMahon Holdings. Ltd.*                                 25,000          7,819
  Building & Construction
Westralian Sands                                         10,000         23,056
  Miscellaneous
                                                                       103,673

AUSTRIA-0.1%
Ams Austria Mikros                                          500         49,672
  Miscellaneous
Vae Eisenbahnsyst                                           100          9,000
  Electrical Equipment
                                                                        58,672

BELGIUM-0.1%
Solvay Et Cie S.A.                                           70         38,030
  Chemicals
Tessenderlo Chemie                                          100        $35,226
  Chemicals
                                                                        73,256

CANADA-0.8%
AIT Advanced Technology Corp.                             3,000         28,961
  Printing, Publishing & Broadcasting
BCE Inc.                                                    500         15,813
  Telecommunications
Cinar Films, Inc.*                                        4,000         30,156
  Leisure Related
Maax, Inc.                                                1,500         12,688
  Household Furniture & Appliances
MacMillan Bloedel, Ltd.                                   1,000         12,963
  Building Materials & Forest Products
Magna International, Inc.                                10,000        346,250
  Machinery
Miramar Mining Corp.*                                     1,000          5,149
  Mining & Metals
Nelvana Ltd.*                                             3,000         27,306
  Leisure Related
Orbit Oil & Gas Ltd.*                                    10,000          8,605
  Oil-International
Prime Resources Group, Inc.*                              2,000         13,791
  Mining & Metals
Royal Plastics Group Ltd.(a)                              5,000         53,324
  Building & Construction
                                                                       555,006

CHILE-0.0%
Banco Osornoy La Un (ADR)                                 1,000         12,000
  Banks
Empresas Telex Chile S.A. (ADR)                           2,000         15,750
  Utility-Telephone
Enersis S.A. (ADR)*                                         500         14,000
  Utility-Electric
                                                                        41,750

11


PORTFOLIO OF INVESTMENTS (CONTINUED)             ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
DENMARK-0.0%
Tele Danmark As                                             500        $26,090
  Utility - Telephone

FINLAND-0.3%
Aamulehti Yhtymae OY-II                                   2,000         40,366
  Printing, Publishing & Broadcasting
Coflexip S.A. (ADR)                                       1,088         32,776
  Oil-Supplies & Construction
Enso-Gutzeit OY                                           6,000         54,072
  Forest Products
Nokia AB OY Corp. pfd.                                      800         32,668
  Telecommunications
Tamro Yhtymae OY AB                                       4,000         21,028
  Hospital Supplies & Services
                                                                       180,910

FRANCE-0.1%
Ecco Travail Temporary                                      500         33,273
  Miscellaneous
Lafarge Coppee S.A.                                         300         23,382
  Building & Construction
                                                                        56,655

GERMANY-0.5%
Bayer Motoren Werk pfd.                                      54         19,866
  Auto & Trucks
Bayer Motoren Werke AG                                      200         49,196
  Auto & Trucks
Dresdner Bank AG                                            100         27,736
  Banks
Fag Kugelfischer                                             30          3,809
  Machinery
Fielmann AG pfd.*                                         1,000         40,900
  Auto & Trucks
Gea AG                                                       60         19,693
  Machinery
Hach AG pfd.                                                 50         21,532
  Auto & Trucks
Mannesmann AG (ADR)                                         100         27,122
  Telecommunications
Plettac AG                                                   50         31,018
  Building & Construction
Sgl Carbon                                                1,700        $67,813
  Chemical - Specialty
Veba AG                                                      50         18,611
  Utility-Electric
                                                                       327,296

HONG KONG-0.3%
Asia Pacific Resources Holding Ltd.                       3,300         25,988
  Paper
Dao Heng Bank Group, Ltd.*                                5,000         12,789
  Banks
Hong Kong and China Gas Co., Ltd.
  warrants expiring 12/31/95*                               300             32
  Utility-Gas
Hong Kong Land Holdings                                  15,000         28,200
  Real Estate
Hopewell Holdings                                        35,000         24,868
  Real Estate
HSBC Holdings Plc.*                                       1,000         11,594
  Banks
International Bank Of Asia                               30,000         13,661
  Banks
Jardine International Motor                              10,000         10,205
  Auto Related
Paul Y-ITC Construction Holdings, Inc.*                  50,000          7,751
  Building & Construction
Sing Tao Holdings, Ltd.                                  20,000         13,047
  Printing, Publishing & Broadcasting
                                                                       148,135

INDIA-0.0%
Gujarat Narmada Vy Fertilizers (GDR) (a)                  1,000          8,908
  Basic material
Shiram Indl. Enterprises, Ltd.*                           2,400         21,600
  Food
Shiram Indl. Enterprises, Ltd.
  warrants expiring 4/01/96*                                800            200
  Food
                                                                        30,708

12


ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
IRELAND-0.2%
Allied Irish Bank                                         7,082        $32,796
  Banks
Aran Energy                                              50,000         36,007
  Energy
Crean James                                               5,000         18,785
  Food
Heiton Holdings Plc. ord.                                23,571         25,989
  Building & Construction
Irish Continental Group                                   4,500         28,299
  Trucking & Shipping                                  
Ryan Hotels Plc                                          50,000         22,460
  Food Services & Lodging
                                                                       164,336
ITALY-0.1%
Industrie Natuzzi S.p.A., (ADS)                           1,000         37,375
  Household Products
La Rinascente S.p.A                                       3,000         16,612
  Retail-General
Stet Societa Finanziaria
  Telfonica S.p.A.                                        6,000         17,104
  Utility-Telephone
                                                                        71,091
JAPAN-2.5%
Akita Bank                                                3,150         27,176
  Banks
Asahi Diamond Industria                                  l2,000         29,749
  Machinery
Bunkyodo Co.                                                300         10,353
  Retail - General
Canon, Inc.                                               3,000         49,622
  Office Equipment
Chodai Co.                                                1,000         34,509
  Building & Construction
Chuoh Pack Ind. Co., Ltd.                                 1,000          7,378
  Paper
Daiichi Corp.                                             1,200         26,703
  Retail - General
Daikin Manufacturing Co.                                  1,000         17,374
  Auto Related
Dainippon Ink & Chemical, Inc.                            2,000         $9,996
  Chemicals
DDI Corp.                                                     5         44,029
  Telecommunications
Denki Kagaku Kogyo                                        5,000         23,145
  Chemicals
Eiden Sakakiya Co.                                        1,000         13,566
  Conglomerates
Eyeful Home Technology                                    1,000         18,564
  Building & Construction
Familymart Co.                                              300         14,280
  Business Services
Fuji Electronics                                          1,000         24,514
  Electronics
Fukuda Corp.                                              1,000          9,972
  Building & Construction
Hachijuni Bank                                            1,000         12,733
  Banks
Hitachi Metals, Ltd.                                      4,000         48,551
  Soaps & Toiletries
Innotech Corp.                                              300          9,996
  Electronics
Ishiguro Homa Corp.                                       1,000         19,040
  Retail - General
Kaneshita Construction                                    2,000         29,036
  Building & Construction
Kawasaki Kisen                                            1,000          3,582
  Trucking & Shipping
Kawasaki Steel Co.*                                       2,000          8,092
  Steel
Keihanshin Real Estate                                    2,000         16,089
  Real Estate
Keyence Corp.                                               400         42,649
  Machinery
Kinden Corp.                                              1,000         19,873
  Building & Construction
Koa Fire & Marine                                         8,000         53,597
  International
Mabuchi Motor Co.                                           500         33,022
  Auto Related
Matsuyadenki Co.                                          1,000         10,948
  Retail - General

13


PORTFOLIO OF INVESTMENTS (CONTINUED)             ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

Minebea Co., Ltd.                                         2,000        $14,827
  Auto Related
Ministop Co.                                              1,000         22,015
  Miscellaneous
Mitsubishi Bank                                           1,000         24,514
  Banks
Mitsubishi Motors Corp.                                   2,000         18,587
  Auto & Trucks
Mitsui Petrochemical Ind.                                 2,000         18,944
  Chemicals
Murata Mfg Co., Ltd.                                      1,000         40,221
  Electronics
Namura Shipbuildng                                        1,000          5,950
  Industrial Machinery
National House Industrial                                 1,000         20,468
  Building & Construction
New Oji Paper Co., Ltd.*                                  4,000         44,743
  Paper
Nichiha Corp.                                             1,000         18,921
  Building Materials & Forest Products
Nikon Corp.                                               1,000          8,520
  Electronics
Nippon Electric Glass                                     1,100         19,504
  Industrial Machinery
Nippon Sanso Corp.                                        7,000         37,068
  Chemicals
Nippon Steel Corp.                                        2,000          7,949
  Steel
Nippon Yakin Kogyo                                        1,000          5,831
  Soaps & Toiletries
Noritz Corp.                                              2,000         40,697
  Household Furniture & Appliances
Omron Corp.                                               1,000         19,635
  Electrical Equipment
Oriental Construction                                     1,000         20,706
  Building & Related
P S Corp.                                                 1,300         25,680
  Building & Construction
Promise Co.                                                 200          8,734
  Miscellaneous
Ricoh Elemex Corp.                                        1,000        $13,090
  Office Equipment
Rohm Co.                                                  1,000         46,290
  Electric
Santen Pharmaceutical Co.                                 1,100         27,881
  Hospital Supplies & Services
Sato Corp.                                                1,110         22,983
  Retail - General
Sekichu Company                                           1,000         17,850
  Retail - General
Sekisui Chemical Co.                                      2,000         24,990
  Chemicals
Sharp Corp.                                               1,000         16,422
  Household Furniture & Appliances
Showa Shell Sekiyu                                        1,000         12,733
  Miscellaneous
SMC Corp.                                                   600         31,772
  Industrial Machinery
Sotoh Co.                                                 1,000         15,470
  Apparel & Textile
Takara Shuzo Co.                                          1,000          8,175
  Food, Beverages & Tobacco
Takeda Chemical Industries                                1,000         13,328
  Chemicals
TDK Corp.                                                 1,000         45,695
  Electronics
Toda Corp.                                                2,000         21,420
  Building & Construction
Toho Bank                                                 4,000         31,891
  Banks
Tokyo Broadcasting                                        3,000         48,194
  Broadcasting
Tokyo Electron, Ltd.                                      1,000         31,177
  Electronics
Tokyo Ohka Kogyo                                          1,000         31,177
  Electronics
Toppan Printing Co., Ltd.                                 3,000         43,553
  Printing, Publishing & Broadcasting
Wesco Investments, Ltd.                                   1,200         36,413
  Building & Construction

14


ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
Xebio Co.                                                   300        $10,567
  Retail - General
Yamanouchi Pharmaceudical                                 2,000         44,981
  Hospital Supplies & Services
York Benimaru Co.                                         1,000         39,507
  Household Products
                                                                     1,727,211

KOREA-0.0%
Yukong, Ltd.*(a)                                            700          7,350
  Oil - International

MALAYSIA-0.1%
C.I. Holdings Berhad                                      4,000         14,401
  Building Materials & Forest Products
Hock Hua Bank Berhad                                      5,000         14,260
  Banks
Kim Hin Ind. Berhad                                         750            191
  Building & Construction
Malaysian Assurance                                      15,000         48,847
  Insurance
                                                                        77,699

MEXICO-0.0%
Groupo Finance Delaware Norte                             4,000          5,178
  Banks
Grupo Industrial Durango
  S.A. de C V (ADR)*                                      2,000         16,000
  Forest Products
                                                                        21,178

NETHERLANDS-0.4%
AKZO N.V.                                                   300         34,792
  Chemicals
Asm Lithography Hl                                        1,100         30,475
  Electronics
KLM                                                       1,500         45,616
  Auto & Trucks
Kon Ptt Nederland (a)                                     2,000         69,712
  Utility - Telephone
Polygram N.V.                                               500         28,220
  Leisure Related
Ver Ned Uitgevers                                           300        $33,554
  Printing, Publishing & Broadcasting
Wolters Kluwer N.V.                                         300         24,412
  Printing, Publishing & Broadcasting
                                                                       266,781

NORWAY-0.1%
Norsk Hydro AS                                              500         20,345
  Oil - International
Tomra Systems AS                                         12,000         44,109
  Environmental Control
Western Bulk Shipping AS                                  2,500         12,239
  Trucking & Shipping
Wilrig AS                                                 2,000         15,570
  Transportation
                                                                        92,263

PHILIPPINES-0.0%
Banco Latinoamericano De Exp                              1,000         31,000
  Banks

SINGAPORE-0.1%
Elec. & Eltek Int'l Co., Ltd.                             5,000          6,400
  Electronics
Hong Leong Finance, Ltd.                                  5,000         15,859
  Financial Services
Keppel Corp.. Ltd.                                        2,000         16,218
  Machinery
Overseas Union Bank, Ltd.                                 2,600         15,020
  Banks
                                                                        53,497

SPAIN-0.3%
Acerinox S.A.                                               210         24,049
  Mining & Metals
Banco Popular Espanol                                       200         27,322
  Banks
Centros Commerciales Continente S.A.*                     2,000         35,411
  Retail-General
Corporacion Mapfre                                        1,000         43,858
  International

15


PORTFOLIO OF INVESTMENTS (CONTINUED)             ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                                  SHARES         VALUE
- -------------------------------------------------------------------------------
Repsol S.A.                                               1,000        $31,837
  Miscellaneous
Telefonica de Espana                                      1,000         12,223
  Utility - Telephone
Viscofan Envolturas Celulosi                              1,000         13,198
  Foods
                                                                       187,898

SWEDEN-0.2%
Astra Corp. Series A                                      1,000         29,180
  Drugs
Autoliv AB (ADR)* (a)                                       700         31,456
  Auto Related
Electrolux AB                                               500         25,532
  Household Products
Kalmar Industries AB* (a)                                 2,000         27,390
  Machinery
SSAB Svenskt Stal AB-B Free                                 500         22,023
  Mining & Metals
Volvo AB                                                  1,000         18,788
  Auto & Trucks
                                                                       154,369

SWITZERLAND-0.1%
BBC Brown Boveri AG                                          25         24,664
  Miscellaneous
Schweizerischer Bankverein                                   30          9,866
  Banks
                                                                        34,530

TAIWAN-0.0%
Taiwan Fund, Inc.                                           800         17,200
  Mutual Fund-Diversified

UNITED KINGDOM-0.4%
British Steel N.E.                                        5,000         13,598
  Mining & Metals
Chloride Group Plc.*                                     40,000         12,552
  Building & Related


                                                        SHARES OR
                                                        PRINCIPAL
                                                         AMOUNT
COMPANY                                                   (000)         VALUE
- -------------------------------------------------------------------------------
Filtronic Comtek                                         20,000        $78,854
  Telecommunications
Hanson PLC                                               10,000         38,059
  Conglomerates
Johnson Matthey Plc.                                      1,000          8,779
  Mining & Metals
Powerscreen International                                 7,000         31,542
  Environmental Control
Tate & Lyle                                               5,000         34,841
  Food
United Newspapers Plc.                                    2,068         16,474
  Printing, Publishing & Broadcasting
WPP Group                                                15,000         26,794
  Professional Services
Zeneca Group Plc.                                         3,000         43,607
  Chemicals
                                                                       305,100
Total Foreign Investments
  (cost $4,693,766)                                                  4,823,779
Total Common Stocks & Other Investments
  (cost $39,063,635)                                                42,504,717

LONG TERM DEBT SECURITIES-29.8%
BASIC MATERIALS-0.9%
Georgia Pacific
  8.25%, 3/01/23                                          $ 675        650,207
CREDIT SENSITIVE-0.7%
General Instrument Corp.
  5.00%, 6/15/00                                            300        447,375
MISCELLANEOUS-0.9%
Boskalis Westminister
  5.25%, 6/01/00                                             80         45,873
Italy (Republic of)
  6.875%, 9/27/23                                           700        576,793
                                                                       622,666

16


                                                 ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------
  
                                                        PRINCIPAL
                                                         AMOUNT
COMPANY                                                   (000)         VALUE
- -------------------------------------------------------------------------------
MORTGAGE BACKED SECURITIES-6.4%
Federal National Mortgage Association
  8.00%, 4/01/25                                         $2,348     $2,342,000
Government National Mortgage Association
  7.00%, 12/15/23                                           807        763,490
  7.00%, 4/15/25                                          1,428      1,351,688
                                                                     4,457,178

RETAIL-0.7%
Lowe's Cos., Inc.
  3.00%, 7/22/03                                            360        468,450

US GOVERNMENT-20.2%
U.S. Treasury Bonds
  7.50%, 11/15/24                                         1,690      1,712,714
  7.625%, 2/15/25                                           425        439,412
U.S. Treasury Notes
  7.125%, 9/30/99                                         2,170      2,190,680
  7.25%, 2/15/98                                          3,650      3,700,187
  7.50%, 2/15/05                                          2,400      2,473,872
  7.75%, 12/31/99                                         2,200      2,274,250
  7.875%, 11/15/04                                        1,250      1,318,363
                                                                    14,109,478

                                                        SHARES OR
                                                        PRINCIPAL
                                                         AMOUNT
COMPANY                                                   (000)         VALUE
- -------------------------------------------------------------------------------
Total Long Term Debt Securities
  (cost $20,503,891)                                               $20,755,354

SHORT-TERM DEBT SECURITIES-9.2%
Federal Home Loan Mortgage Corp.
  6.00%, 6/15/95                                         $  250        248,125
  5.85%, 5/02/95                                          6,200      6,199,328
Total Short-Term Debt Securities
  (amortized cost $6,447,453)                                        6,447,453

INVESTMENT IN AFFILIATED ISSUERS-0.1%
FRANCE-0.1%
Axa                                                       1,000         52,747
  Insurance
  (cost $49,921)

TOTAL INVESTMENTS-100.0%
  (cost $66,064,900)                                                69,760,271
Other assets less
  liabilities-0.0%                                                       2,732

NET ASSETS-100%                                                    $69,763,003


*  Non-income producing.

(a)  Securities are 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 institutional buyers. At April 30, 1995, 
these securities amounted to $198,140 or 0.3% of net assets.

      Glossary of Terms:
      ADR - American Depository Receipt
      ADS - American Depository Security
      GDR - Global Depository Receipt

      See notes to financial statements.

17


PORTFOLIO OF INVESTMENTS
APRIL 30, 1995                             ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES         VALUE
- -------------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-16.1%
CONSUMER NONCYCLICALS-4.9%
BEVERAGES-0.6%
Coca-Cola Co.                                          5,000       $290,625
DRUGS-0.9%
Merck & Co., Inc.                                      4,000        171,500
Pfizer, Inc.                                           3,000        259,875
                                                                    431,375

ENTERTAINMENT & LEISURE-0.2%
Walt Disney Co.                                        2,000        110,750
FOOD-0.5%
IBP, Inc.                                              7,000        259,000
HOSPITAL SUPPLIES & SERVICES-1.0%
Columbia HCA Healthcare Corp.                          1,000         42,000
Medtronic, Inc.                                        4,000        297,500
Schering-Plough Corp.                                  1,000         75,375
U.S. Healthcare, Inc.                                  1,400         37,275
United Healthcare Corp.                                2,200         79,750
                                                                    531,900

SOAPS & TOILETRIES-0.6%
Gillette Co.                                           4,000        328,000
TOBACCO-1.1%
Philip Morris Cos., Inc.                               6,000        406,500
UST, Inc.                                              5,000        140,625
                                                                    547,125
                                                                  2,498,775

CREDIT SENSITIVE-3.8%
BANKS-1.3%
Bank of New York Co., Inc.                            15,000        493,125
Citicorp                                               2,000         92,750
First Bank System, Inc.                                2,000         81,000
                                                                    666,875

FINANCIAL SERVICES-0.3%
American Express Co.                                   4,000       $139,000
Dean Witter, Discover & Co.                              200          8,475
                                                                    147,475

INSURANCE-1.3%
AFLAC, Inc.                                           10,000        412,500
American International Group, Inc.                     1,000        106,750
General Reinsurance Corp.                              1,000        127,375
                                                                    646,625

UTILITY - TELEPHONE-0.9%
Ameritech Corp.                                        6,000        270,000
AT & T Corp.                                           4,000        203,000
                                                                    473,000
                                                                  1,933,975

BASIC MATERIALS-1.7%
ALUMINUM-0.3%
Aluminum Co. of America                                4,000        179,500
CHEMICALS-0.9%
Hercules, Inc.                                         6,000        299,250
Morton International, Inc.                             4,000        124,000
Union Carbide Corp.                                    1,000         32,000
                                                                    455,250

PAPER-0.5%
International Paper Co.                                3,000        231,000
                                                                    865,750

ENERGY-1.4%
OIL-0.8%
Amoco Corp.                                            1,000         65,625
Mobil Corp.                                            2,000        189,750
Phillips Petroleum Co.                                 5,000        175,000
                                                                    430,375

RAILROADS-0.1%
Conrail, Inc.                                          1,000         54,625
UTILITY - GAS-0.5%
Enron Corp.                                            5,000        170,000

18


                                           ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES         VALUE
- ---------------------------------------------------------------------------
NIPSCO Industries, Inc.                                2,000        $64,500
                                                                    234,500
                                                                    719,500

CAPITAL GOODS-1.3%
ELECTRICAL-1.0%
General Electric Co.                                   9,000        504,000
MACHINERY-0.3%
Deere & Co.                                            2,000        164,000
                                                                    668,000

CONSUMER CYCLICALS-1.2%
AUTO & TRUCKS-0.2%
General Motors Corp. Cl.E                              1,000         43,250
Magna International, Inc.                              1,000         34,625
                                                                     77,875

PHOTO & OPTICAL-0.2%
Eastman Kodak Co.                                      2,000        115,000
RESTAURANTS & LODGING-0.3%
McDonald's Corp.                                       4,000        140,000
Wendy's International, Inc.                            2,000         34,000
                                                                    174,000
RETAIL - GENERAL-0.5%
Gap, Inc.                                              2,000         63,750
Hasbro, Inc.                                           2,000         63,500
May Department Stores Co.                              4,000        145,000
                                                                    272,250
                                                                    639,125

BUSINESS SERVICES-0.8%
ENVIRONMENTAL CONTROL-0.1%
Browning Ferris Industries, Inc.                       2,000         66,000
PRINTING, PUBLISHING & BROADCASTING-0.4%
Capital Cities ABC, Inc.                               2,000        169,000
PROFESSIONAL 
SERVICES-0.3%
Reynolds & Reynolds Co.                                6,000        159,000
                                                                    394,000


                                                   SHARES OR
                                                     PRINCIPAL
                                                      AMOUNT
COMPANY                                                (000)         VALUE
- ---------------------------------------------------------------------------
TECHNOLOGY-0.8%
COMPAQ Computer Corp.                                  1,000        $38,000
Molex, Inc.                                            4,000        152,000
Motorola, Inc.                                         4,000        227,500
                                                                    417,500

DIVERSIFIED-0.2%
Allied Signal, Inc.                                    2,000         79,250
Total Common Stocks & Other Investments
  (cost $7,368,404)                                               8,215,875

LONG-TERM DEBT SECURITIES-76.5%
CREDIT SENSITIVE-10.2%
General Motors Acceptance Corp.
  1.00%, 10/15/02                                    $ 1,300      1,366,703
Georgia Pacific Corp.
  8.25%, 3/01/23                                       1,300      1,252,251
Italy (Republic of)
  6.875%, 9/27/23                                      1,300      1,071,187
Premier Auto Trust
  7.15%, 2/04/99                                       1,500      1,498,594
                                                                  5,188,735

MORTGAGE BACKED SECURITIES-15.5%
Federal National Mortgage Association
  8.00%, 4/01/25                                       1,272      1,268,583
Government National Mortgage Association
  7.00%, 4/15/23                                         266        251,485
  7.00%, 6/15/23                                         281        265,550
  7.00%, 2/15/24                                       2,455      2,324,090
  7.00%, 4/15/25                                       2,142      2,027,531
  7.50%, 11/15/23                                      1,844      1,798,605
                                                                  7,935,844

U.S. GOVERNMENT-50.8%
U.S. Treasury Bonds
  7.50%, 11/15/24                                      2,290      2,320,778
  7.625%, 2/15/25                                      2,150      2,222,907

19


PORTFOLIO OF INVESTMENTS (CONTINUED)       ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------
                                                     PRINCIPAL
                                                      AMOUNT
COMPANY                                                (000)         VALUE
- -------------------------------------------------------------------------------
U.S.Treasury Notes
  7.125%, 9/30/99                                    $ 3,100     $3,129,543
  7.25%, 2/15/98                                       6,400      6,488,000
  7.50%, 2/15/05                                       1,900      1,958,482
  7.75%, 12/31/99                                      7,850      8,114,937
  7.875%, 11/15/04                                     1,600      1,687,504
                                                                 25,922,151
Total Long-Term Debt Securities
  (cost $38,673,950)                                             39,046,730

SHORT-TERM DEBT SECURITIES-6.4%
Federal Home Loan Mortgage Corp.
  5.85%, 5/01/95
  (amortized cost $3,300,000)                        $ 3,300     $3,300,000

TOTAL INVESTMENTS-99.0%
  (cost $49,342,354)                                             50,562,605
Other assets less liabilities-1.0%                                  503,477

NET ASSETS-100%                                                 $51,066,082

See notes to financial statements.

20


STATEMENTS OF ASSETS AND LIABILITIES              ALLIANCE GROWTH INVESTORS AND
APRIL 30, 1995                                     CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------

                                                         GROWTH    CONSERVATIVE
                                                        INVESTORS    INVESTORS
                                                          FUND          FUND
                                                      ------------ ------------
ASSETS
  Investments in securities, at value (cost 
    $66,064,900 and $49,342,354, respectively)        $69,760,271  $50,562,605
  Cash                                                         -0-      57,452
  Receivable for investment securities and 
    foreign currency sold                               2,311,201    1,167,574
  Interest and dividends receivable                       382,880      618,292
  Receivable for shares of beneficial interest sold       137,454       29,285
  Receivable due from Adviser                              56,927        7,819
  Deferred organization expenses                           19,500       19,500
Total assets                                           72,668,233   52,462,527

LIABILITIES
  Due to custodian                                         17,959           -0-
  Payable for investment securities and 
    foreign currency purchased                          2,684,029    1,260,321
  Distribution fee payable                                 44,201       30,910
  Payable for shares of beneficial interest redeemed       43,264       13,783
  Accrued expenses                                        115,777       91,431
  Total liabilities                                     2,905,230    1,396,445

NET ASSETS                                            $69,763,003  $51,066,082

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                       $58          $49
  Additional paid-in capital                           67,071,359   53,045,931
  Undistributed net investment income                     593,778      498,475
  Accumulated net realized loss on investments and 
    foreign currency transactions                      (1,597,594)  (3,698,418)
  Net unrealized appreciation of investments and 
    other assets less liabilities                       3,695,402    1,220,045
                                                      $69,763,003  $51,066,082

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share 
    ($22,188,537/1,837,412 and $16,104,549 / 1,551,155 
    shares of beneficial interest issued and outstanding,
    respectively)                                          $12.08       $10.38
  Sales charge-4.25% of public offering price                 .54          .46
  Maximum offering price                                   $12.62       $10.84

  CLASS B SHARES
  Net asset value and offering price per share ($43,327,596/
    3,584,279 and $30,542,458 / 2,905,089 shares of beneficial
    interest issued and outstanding, respectively)         $12.09       $10.51

  CLASS C SHARES
  Net asset value, redemption and offering price per share 
    ($4,246,870 / 351,116 and $4,419,075 / 420,130 shares 
    of beneficial interest issued and outstanding,
    respectively)                                          $12.10       $10.52

See notes to financial statements.

21


STATEMENTS OF OPERATIONS                           ALLIANCE GROWTH INVESTORS AND
YEAR ENDED APRIL 30, 1995                          CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------

                                                          GROWTH    ONSERVATIVE
                                                         INVESTORS   INVESTORS
                                                           FUND         FUND
                                                      ------------ ------------
INVESTMENT INCOME
  Interest                                             $1,773,462   $2,967,732
  Dividends                                               531,825      150,365
  Total income                                          2,305,287    3,118,097

EXPENSES
  Advisory fee                                            464,336      385,818
  Distribution fee - Class A                               58,355       47,590
  Distribution fee - Class B                              385,615      307,217
  Distribution fee - Class C                               38,982       48,572
  Custodian                                               159,361       97,921
  Transfer agency                                         140,054       95,859
  Audit and legal                                          89,198       68,225
  Registration                                             57,106       60,125
  Printing                                                 46,913       25,609
  Trustees' fees                                           27,000       27,000
  Amortization of organization expenses                    10,950       10,950
  Miscellaneous                                            36,558       12,010
  Total expenses                                        1,514,428    1,186,896
  Less: expenses waived and assumed by adviser 
    (See Note B)                                         (350,235)    (217,650)
  Net expenses                                          1,164,193      969,246
  Net investment income                                 1,141,094    2,148,851

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY
  Net realized loss on investments and 
    options transactions                               (1,748,900)  (3,216,833)
  Net realized gain on foreign currency transactions       69,737           -0-
  Net change in unrealized depreciation of investments  3,951,748    3,119,273
  Net change in unrealized depreciation of foreign 
    currency denominated assets and liabilities            10,287           -0-
  Net gain (loss) on investments                        2,282,872      (97,560)

NET INCREASE IN NET ASSETS FROM OPERATIONS             $3,423,966   $2,051,291

See notes to financial statements.

22


STATEMENTS OF CHANGES IN NET ASSETS                ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------

                             GROWTH INVESTORS FUND  CONSERVATIVE INVESTORS FUND
                          ------------------------- ---------------------------
                           YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                            APRIL 30,     APRIL 30,     APRIL 30,     APRIL 30,
                              1995          1994          1995          1994
                          -----------   -----------   -----------   -----------
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS
  Net investment income      $1,141,094     $313,765   $2,148,851     $929,682
  Net realized gain 
    (loss) on investments
    and foreign currency
    transactions             (1,679,163)     121,229   (3,216,833)     (47,183)
  Net change in unrealized
    appreciation(depreciation)
    of investments and 
    foreign currency 
    denominated assets 
    and liabilities           3,962,035     (702,808)   3,119,273   (2,208,179)
  Net increase (decrease)
    in net assets from 
    operations                3,423,966     (267,814)   2,051,291   (1,325,680)
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS FROM:
  Net investment income
    Class A                    (254,436)     (72,572)    (685,964)    (289,744)
    Class B                    (345,858)     (80,463)  (1,045,681)    (387,379)
    Class C                     (35,052)      (4,770)    (168,380)     (32,066)
  Net realized gain 
  on investments
    Class A                     (22,749)     (74,093)          -0-    (184,501)
    Class B                     (46,345)    (159,336)          -0-    (334,032)
    Class C                      (4,697)      (3,179)          -0-     (23,205)
TRANSACTIONS IN SHARES OF 
BENEFICIAL INTEREST
  Net increase               16,138,284   40,069,758    1,247,586   37,695,255
  Total increase             18,853,113   39,407,531    1,398,852   35,118,648
NET ASSETS
  Beginning of year          50,909,890   11,502,359   49,667,230   14,548,582
  End of year (including 
    undistributed net 
    investment income of
    $593,778, $168,135,
    $498,475 and $249,649,
    respectively)           $69,763,003  $50,909,890  $51,066,082  $49,667,230

See notes to financial statements.

23


NOTES TO FINANCIAL STATEMENTS                     ALLIANCE GROWTH INVESTORS AND
APRIL 30, 1995                                     CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth Investors Fund and Conservative Investors Fund (the 'Funds'), 
two series of The Alliance Portfolios (the 'Trust'), are registered under the 
Investment Company Act of 1940, as diversified, open-end investment companies. 
Prior to August 2, 1993, the Trust was known as The Equitable Funds, and the 
Funds were known as The Equitable Growth Investors Fund and Conservative 
Investors Fund. Prior to August 2, 1993, each Fund offered two classes of 
shares Class A and Class B. On August 2, 1993, the Board of Trustees approved 
the creation of a third class of shares, Class C Shares. The Funds offer Class 
A, Class B and Class C shares. Class A shares are sold with a front-end sales 
charge of up to 4.25%. Class B shares are sold with a contingent deferred sales 
charge which declines from 4% to zero depending on the period of time the 
shares are held. Shares purchased before August 2, 1993 and redeemed within six 
years of purchase are subject to different rates than shares purchased after 
that date. 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 Funds.

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

2. CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies are translated into 
U.S. dollars at the mean of the quoted bid and asked price of the respective 
currency against the U.S. dollar on the valuation date. Purchases and sales of 
portfolio securities are translated at the rates of exchange prevailing when 
such securities were acquired or sold. Income and expenses are translated at 
rates of exchange prevailing when earned or accrued.

Net realized gain on foreign currency transactions of $69,737 for Growth 
Investors Fund, represents net foreign exchange gains and losses from holdings 
of foreign currencies, currency gains or losses realized between the trade and 
settlement dates on security transactions, and the difference between the 
amounts of dividends and foreign taxes recorded on the Fund's books and the 
U.S. dollar equivalent amounts actually received or paid. Net unrealized 
currency gains and losses from valuing foreign currency denominated assets and 
liabilities at fiscal year end exchange rates are reflected as a component of 
unrealized appreciation on investments and foreign currency denominated assets 
and liabilities.

3. ORGANIZATION EXPENSES
Organization expenses of approximately $50,000 for each Fund have been deferred 
and are being amortized on a straight-line basis through May, 1997.

4. OPTION WRITING
When the Fund writes an option, an amount equal to the premium received by the 
Fund is recorded as a liability and is subsequently adjusted to the current 
market value of the option written. Premiums received from writing options 
which expire unexercised are recorded by the Funds on the expiration date as 
realized gains. The difference between the premiun and the amount paid on 
effecting a closing purchase transaction, including brokerage commissions, is 
also treated as a realized gain, or if the premium is less than the amount paid 
for the closing purchase transaction, as a realized loss. If a call option is 
exercised, the premium is added to the proceeds from the sale in determining 
whether the Fund has realized a gain or loss. As a writer of options, the Fund 
bears 

24


                                                  ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
the risk of unfavorable changes in the price of the financial instruments 
underlying the options.

5. 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.

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

7. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date.

8. INCOME AND EXPENSES
All income earned and expenses incurred by a Fund are borne on a pro-rata basis 
by each outstanding class of shares, based on the proportionate interest in the 
Fund represented by the shares of such Class, except that each Funds' Class B 
and Class C shares bear higher distribution and transfer agent fees. Expenses 
attributable to a single Fund are charged to that Fund. Expenses of the Trust 
are charged to each Fund in proportion to net assets.

NOTE B: ADIVSORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Prior to July 22, 1993 Equitable Capital Management Corporation (Equitable 
Capital) served as the investment adviser to the Trust. On July 22, 1993, 
Alliance Capital Management, L.P. (Alliance) acquired the business and 
substantially all of the assets of Equitable Capital and became the investment 
adviser to the Trust.

Under the terms of an investment advisory agreement, the Funds pays Alliance an 
advisory fee at an annual rate of .75% of the Fund's average daily net assets. 
Under the old agreement the fee charged was the same. Such a fee is accrued 
daily and paid monthly. The Investment Adviser has agreed, under the terms of 
the investment advisory agreement, to voluntarily waive its fees and bear 
certain expenses so that total expenses do not exceed on an annual basis 1.40%, 
2.10% and 2.10% of average net assets, respectively, for the Class A, Class B 
and Class C shares. Prior to August 2, 1993, the annual rate for Class B shares 
was 2.15%. For the year ended April 30, 1995, such reimbursement amounted to 
$350,235 and $217,650 for the Growth Investors and Conservative Investors Fund, 
respectively. In addition to these voluntary arrangements, the Investment 
Adviser will reduce its compensation, to the extent that expenses of the Funds 
for any fiscal year (not including any distribution expenses paid by the Funds) 
exceed the lowest applicable expense limitation prescribed by any state in 
which the Fund's shares are qualified for sale. The Funds believe that the most 
restrictive expense ratio limitation imposed by any state in which the Funds 
has qualified its shares for sale is 2.5% of the first $30 million of the 
Fund's average daily net assets, 2% of the next $70 million of its average 
daily net assets and 1.5% of its average daily net assets in excess of $100 
million.

The Funds have a Services Agreement with Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) to provide personnel and facilities to 
perform transfer agency services for the Funds. Compensation under this 
agreement amounted $97,970 and $58,940 for the Growth Investors and 
Conservative Investors Funds, respectively for the year ended April 30, 1995.
Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $12,658 from the sale of Class A shares and $111,820 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B shares for the year ended April 30, 1995 for the Growth Investors 
Fund. The Distributor also received front-end sales charges of $6,497 from the 
sale of Class A shares and $131,358 in contingent deferred sales charges 
imposed upon redemptions by shareholders of Class B shares for the year ended 
April 30, 1995 for the Conservative Investors Fund.

25


NOTES TO FINANCIAL STATEMENTS (CONTINUED)         ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
Brokerage commissions paid on securities transactions for the year ended April 
30, 1995 amounted to $143,563 and $3,758 for the Growth Investors and 
Conservative Investors Funds, respectively, of which $33 was paid to brokers 
utilizing the services of the Pershing Division of Donaldson, Lufkin & Jenrette 
Securities Corp. ('DLJ'), an affiliate of the Adviser, nor to DLJ directly.
Trustees's fees and expenses payable included amounts owed to one of the 
Trustees under the deferred compensation plan.

NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Funds have adopted a Distribution Services Agreement (the 'Agreement') 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Funds pay a distribution fee to the Distributor at an annual 
rate of up to .50% of each Fund's average daily net assets attributable to 
Class A shares and 1% of the average daily net assets attributable to both 
Class B and Class C shares. Prior to August 2, 1993, Equico Securities served 
as distributor to the Funds. The Funds paid a distribution fee to the 
distributor at an annual rate of .25% of each Fund's average daily net assets 
attributable to Class A shares. The Trustees currently limit payments under the 
Class A plan to .30% of the Fund's aggregate average daily net assets 
attributable to Class A shares. The Agreement provides that the Distributor 
will use such payments in their entirety for distribution assistance and 
promotional activities. The Distributor has incurred expenses in excess of the 
distribution costs reimbursed by the Growth Investors Fund in the amount of 
$1,129,165 and $124,579 for Class B and C shares, respectively. The Distributor 
has also incurred expenses in excess of the distribution costs reimbursed by 
the Conservative Investors Fund in the amount of $1,276,362 and $196,425, 
respectively and for the Class B and Class C shares, respectively; such costs 
may be recovered from each 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 each Fund's 
shares.

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
for the Growth Investors Fund aggregated $91,295,274 and $62,800,691, 
respectively, for the year ended April 30, 1995. There were purchases of 
$34,604,273 and sales of $24,810,074 of U.S. Government and government agency 
obligations for the year ended April 30, 1995. At April 30, 1995, the cost of 
securities for federal income tax purposes for the Growth Investors Fund was 
$66,095,352. Accordingly gross unrealized appreciation of investments was 
$4,788,910 and gross unrealized depreciation of investments was $1,123,991 
resulting in net unrealized appreciation of $3,664,919. 

The Growth Investors Fund enters into forward exchange currency contracts in 
order to hedge its exposure to changes in foreign currency exchange rates on 
its foreign portfolio holdings. A forward exchange currency contract is a 
commitment to purchase or sell a foreign currency at a future date at a 
negotiated forward rate. The gain or loss arising from the difference between 
the original contracts and the closing of such contracts is included in net 
realized gain or loss from foreign currency transactions. Fluctuations in the 
value of forward exchange currency contracts are recorded for financial 
reporting purposes as unrealized gains or losses by the Fund. Risks may arise 
from the potential inability of a counter-party to meet the terms of a contract 
and from unanticipated movements in the value of a foreign currency relative to 
the U.S. dollar. At April 30, 1995, there were no outstanding forward exchange 
currency contracts.

Purchases and sales of investment securities (excluding short-term investments) 
for the Conservative Investors Fund aggregated $108,535,724 and $98,995,442, 
respectively, for the year ended April 30, 1995. There were purchases of 
$73,553,555 and sales of $58,226,588 of U.S. Government and government agency 
obligations for the year ended April 30, 1995. At April 30, 1995, the cost of 
securities for federal income tax purposes for the Con-

26


                                                  ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
servative Investors Fund was $49,536,512. Accordingly gross unrealized 
appreciation of investments was $1,284,394 and gross unrealized depreciation of 
investments was $258,301 resulting in net unrealized appreciation of $1,026,093.

NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $0.00001 par value shares of beneficial 
interest authorized divided into three classes, designated Class A, Class B and 
Class C shares for both Funds. Transactions in shares of beneficial interest 
were as follows:

                                      ALLIANCE GROWTH INVESTORS FUND
                           ----------------------------------------------------
                                    SHARES                      AMOUNT
                           ------------------------  --------------------------
                           YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                            APRIL 30,     APRIL 30,     APRIL 30,     APRIL 30,
                              1995          1994          1995          1994
                           ----------  ------------  ------------  ------------
CLASS A
Shares sold                  878,301     1,224,513   $10,219,392   $14,527,190
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               23,903        12,123       266,999       143,134
Shares redeemed             (508,295)     (101,933)   (5,946,807)   (1,218,333)
Net increase                 393,909     1,134,703    $4,539,584   $13,451,991

CLASS B
Shares sold                1,384,786     2,121,895   $16,126,761   $25,302,089
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               33,860        20,028       379,230       237,891
Shares redeemed             (485,135)     (192,181)   (5,718,545)   (2,290,398) 

Net increase                 933,511     1,949,742   $10,787,446   $23,249,582


                                      ALLIANCE GROWTH INVESTORS FUND
                          -----------------------------------------------------
                                    SHARES                     AMOUNT
                          -------------------------  --------------------------
                                          AUGUST 2,                   AUGUST 2,
                           YEAR ENDED     1993* TO    YEAR ENDED     1993* TO
                            APRIL 30,     APRIL 30,    APRIL 30,     APRIL 30,
                              1995          1994         1995          1994
                          -----------  ------------  ------------  ------------
CLASS C
Shares sold                  188,858       337,111    $2,197,932    $4,037,220
Shares issued in 
  reinvestment of
  dividends and 
  distributions                3,451           670        38,687         7,927
Shares redeemed             (122,670)      (56,304)   (1,425,365)     (676,962)
Net increase                  69,639       281,477      $811,254    $3,368,185

27


NOTES TO FINANCIAL STATEMENTS (CONTINUED)         ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
                                   ALLIANCE CONSERVATIVE INVESTORS FUND
                          -----------------------------------------------------
                                    SHARES                     AMOUNT
                          -------------------------  --------------------------
                           YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                            APRIL 30,     APRIL 30,     APRIL 30,     APRIL 30,
                              1995          1994          1995          1994
                          -----------  ------------  ------------  ------------
Class A
Shares sold                  548,552     1,189,333    $5,617,109   $13,031,463
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               65,422        40,811       656,166       442,601
Shares redeemed             (566,559)     (221,331)   (5,791,900)   (2,381,952)
Net increase                  47,415     1,008,813      $481,375   $11,092,112
CLASS B
Shares sold                  798,920     2,302,220    $8,264,467   $25,384,220
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               94,772        62,734       960,854       687,832
Shares redeemed             (825,918)     (374,172)   (8,495,394)   (4,077,813)
Net increase                  67,774     1,990,782      $729,927   $21,994,239


                                   ALLIANCE CONSERVATIVE INVESTORS FUND
                         ------------------------------------------------------
                                    SHARES                      AMOUNT
                         --------------------------  --------------------------
                                          AUGUST 2,                   AUGUST 2,
                          YEAR ENDED      1993* TO     YEAR ENDED     1993* TO
                            APRIL 30,     APRIL 30,     APRIL 30,     APRIL 30,
                              1995          1994          1995          1994
                         ------------  ------------  ------------  ------------
CLASS C
Shares sold                  224,223       510,177    $2,320,546    $5,606,322
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               15,711         4,767       159,243        51,975
Shares redeemed             (237,610)      (97,138)   (2,443,423)   (1,049,393)
Net increase                   2,324       417,806       $36,366    $4,608,904
     
NOTE F: RECLASSIFICATION OF COMPONENTS OF NET ASSETS
In accordance with Statement of Position 93-2 Determination, Disclosure, and 
Financial Statement Presentation of Income, Capital Gain and Return of Capital 
Distributions by Investment Companies, permanent book and tax differences 
relating to shareholder distributions have been reclassified to additional 
paid-in capital. During the current period the accumulated undistributed net 
investment income was charged and accumulated undistributed net realized gains 
was credited for $80,105 for Alliance Growth Investors Fund. Net investment 
income, net realized gains and net assets were not affected by this change.

NOTE G: TAXES
Capital and currency losses incurred after October 31 within the Fund's fiscal 
year are deemed to arise on the first business day of the following fiscal 
year. The Alliance Growth Investors Fund incurred and elected to defer post 
October currency losses of $71,562 and capital losses of $447,337. The Alliance 
Conservative Investors Fund incurred and elected to defer post October capital 
losses of $812,541. At April 30, 1995, the Alliance Growth Investors Fund and 
Conservative Investors Fund had net capital loss carryovers of approximately 
$1,120,000 and $2,692,000, respectively. Such losses will be available to 
offset capital gains arising through April 30, 2003. To the extent that any net 
capital loss carryover or post-October loss is used to offset future capital 
gains, it is probable that the gains so offset will not be distributed to 
shareholders.

*  Commencement of distribution.

28


FINANCIAL HIGHLIGHTS                             ALLIANCE GROWTH INVESTORS FUND
- -------------------------------------------------------------------------------
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

                                                           CLASS A
                                               --------------------------------
                                                   YEAR      YEAR      MAY 4,
                                                   ENDED     ENDED   1992(A) TO
                                                APRIL 30,  APRIL 30,  APRIL 30,
                                                   1995      1994      1993
                                                ---------  --------  ----------
Net asset value, beginning of period             $11.61    $11.35    $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                               .25*      .12*      .20*
Net realized and unrealized gain on investments     .38       .39      1.43
Net increase in net asset value from operations     .63       .51      1.63
LESS: DISTRIBUTIONS
Dividends from net investment income               (.15)     (.11)     (.16)
Distributions from net realized gains              (.01)     (.14)     (.12)
Total dividends and distributions                  (.16)     (.25)     (.28)
Net asset value, end of period                   $12.08    $11.61    $11.35
TOTAL RETURN
Total investment return based on 
  net asset value (b)                              5.57%     4.46%    16.32%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)         $22,189   $16,759    $3,503
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements          1.40%     1.40%     1.40%(c)
  Expenses, before waivers/reimbursements          1.97%     2.33%     4.27%(c)
  Net investment income                            2.32%     1.67%     1.91%(c)
Portfolio turnover rate                             134%       96%      114%


<TABLE>
<CAPTION>
                                                       CLASS B                         CLASS C
                                           ---------------------------------   -----------------------
                                             YEAR        YEAR       MAY 4,       YEAR       AUGUST 2,
                                             ENDED       ENDED    1992(A) TO     ENDED     1993(D) TO
                                           APRIL 30,   APRIL 30,   APRIL 30,   APRIL 30,    APRIL 30,
                                             1995        1994        1993        1995         1994
                                           --------    --------    ----------  --------    -----------
<S>                                        <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period        $11.65      $11.41      $10.00      $11.65      $11.88

INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .17*        .07*        .07*        .18*        .08*
Net realized and unrealized gain 
  (loss) on investments                        .38         .37        1.45         .38        (.11)
Net increase (decrease) in net asset 
  value from operations                        .55         .44        1.52         .56        (.03)

LESS: DISTRIBUTIONS
Dividends from net investment income          (.10)       (.06)       (.05)       (.10)       (.06)
Distributions from net realized gains         (.01)       (.14)       (.06)       (.01)       (.14)
Total dividends and distributions             (.11)       (.20)       (.11)       (.11)       (.20)
Net asset value, end of period              $12.09      $11.65      $11.41      $12.10      $11.65

TOTAL RETURN
Total investment return based on 
  net asset value (b)                         4.83%       3.84%      15.23%       4.91%       (.26)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)    $43,328     $30,871      $7,999      $4,247      $3,280
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements     2.10%       2.11%       2.15%(c)    2.10%       2.10%(c)
  Expenses, before waivers/reimbursements     2.67%       3.00%       4.48%(c)    2.66%       3.02%(c)
  Net investment income                       1.62%        .95%       1.07%(c)    1.62%       1.04%(c)
Portfolio turnover rate                        134%         96%        114%        134%         96%
</TABLE>

See footnote summary on page 31.

29


FINANCIAL HIGHLIGHTS (CONTINUED)           ALLIANCE CONSERVATIVE INVESTORS FUND
- -------------------------------------------------------------------------------
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

                                                           CLASS A
                                               --------------------------------
                                                   YEAR      YEAR      MAY 4,
                                                   ENDED     ENDED   1992(A) TO
                                                APRIL 30,  APRIL 30,  APRIL 30,
                                                   1995      1994      1993
                                                ---------  --------  ----------
Net asset value, beginning of period             $10.37    $10.79    $10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                               .48*      .31*      .39*
Net realized and unrealized gain 
  (loss) on investment                             (.02)     (.26)      .82
Net increase in net asset value 
  from operations                                   .46       .05      1.21

LESS: DISTRIBUTIONS
Dividends from net investment income               (.45)     (.29)     (.36)
Distributions from net realized gains                -0-     (.18)     (.06)
Total dividends and distributions                  (.45)     (.47)     (.42)
Net asset value, end of period                   $10.38    $10.37    $10.79

TOTAL RETURN
Total investment return based 
  on net asset value (b)                           4.65%      .35%    12.25%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)         $16,105   $15,595    $5,339
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements          1.40%     1.40%     1.40%(c)
  Expenses, before waivers/reimbursements          1.83%     2.03%     3.45%(c)
  Net investment income                            4.66%     3.43%     3.92%(c)
Portfolio turnover rate                             248%      133%       84%


<TABLE>
<CAPTION>
                                                       CLASS B                        CLASS C
                                           ---------------------------------   -----------------------
                                             YEAR        YEAR       MAY 4,       YEAR       AUGUST 2,
                                             ENDED       ENDED    1992(A) TO     ENDED     1993(D) TO
                                           APRIL 30,   APRIL 30,   APRIL 30,   APRIL 30,    APRIL 30,
                                             1995        1994        1993        1995         1994
                                           --------    --------    ----------  --------    -----------
<S>                                        <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period        $10.47      $10.88      $10.00      $10.47      $11.12

INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .46*        .24*        .24*        .46*        .18*
Net realized and unrealized gain (loss) 
  on investments                              (.02)       (.26)        .89        (.01)       (.50)
Net increase (decrease) in net asset value 
  from operations                              .44        (.02)       1.13         .45        (.32)

LESS: DISTRIBUTIONS
Dividends from net investment income          (.40)       (.21)       (.22)       (.40)       (.15)
Distributions from net realized gains           -0-       (.18)       (.03)         -0-       (.18)
Total dividends and distributions             (.40)       (.39)       (.25)       (.40)       (.33)
Net asset value, end of period              $10.51      $10.47      $10.88      $10.52      $10.47

TOTAL RETURN
Total investment return based on 
  net asset value (b)                         3.91%       (.31)%     11.39%       4.01%      (2.98)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)    $30,542     $29,697      $9,210      $4,419      $4,375
Ratios to average net assets of:
  Expenses, net of waivers/reimbursements     2.10%       2.11%       2.15%(c)    2.10%       2.10%(c)
  Expenses, before waivers/reimbursements     2.52%       2.73%       3.95%(c)    2.52%       2.10%(c)
  Net investment income                       3.96%       2.72%       3.06%(c)    3.97%       2.94%(c)
Portfolio turnover rate                        248%        133%         84%        248%        133%
</TABLE>

See footnote summary on page 31.

30


                                                  ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
FOOTNOTE SUMMARY
*    Net of fee waived and expenses reimbursed by Adviser.

(a)  Commencement of operations.

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

(c)  Annualized.

(d)  Commencement of distribution.

  Prior to July 22, 1993, Equitable Capital Management Corporation (Equitable 
Capital) served as the investment adviser to the Trust. On July 22, 1993, 
Alliance Capital Management L.P. acquired the business and substantially all of 
the assets of Equitable Capital and became the investment adviser to the Trust.

31


REPORT OF INDEPENDENT ACCOUNTANTS                 ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF ALLIANCE GROWTH INVESTORS FUND 
AND ALLIANCE CONSERVATIVE INVESTORS FUND

In our opinion, the accompanying statements of assets and liabilities, 
including the portfolios of investments, and the related statements of 
operations and of changes in net assets and the financial highlights present 
fairly, in all material respects, the financial position of Alliance Growth 
Investors Fund and Alliance Conservative Investors Fund (separately managed 
portfolios constituting part of The Alliance Portfolios, hereafter referred to 
as the 'Funds') at April 30, 1995, the results of each of their operations for 
the year then ended, the changes in each of their net assets for each of the 
two years in the period then ended and the financial highlights for each of the 
periods presented, in conformity with generally accepted accounting principles. 
These financial statements and financial highlights (hereafter referred to as 
'financial statements') are the responsibility of the Funds' management; our 
responsibility is to express an opinion on these financial statements based on 
our audits. We conducted our audits of these financial statements in accordance 
with generally accepted auditing standards which require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and significant estimates 
made by management, and evaluating the overall financial statement 
presentation. We believe that our audits, which included confirmation of 
securities at April 30, 1995 by correspondence with the custodian and brokers 
and the application of alternative auditing procedures where confirmations from 
brokers were not received, provide a reasonable basis for the opinion expressed 
above.

PRICE WATERHOUSE LLP
New York, New York
June 22, 1995

32


                                                  ALLIANCE GROWTH INVESTORS AND
                                                   CONSERVATIVE INVESTORS FUNDS
- -------------------------------------------------------------------------------
BOARD OF TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
ALBERTA B. ARTHURS (1) 
RUTH BLOCK (1)
RICHARD W. COUPER (1)
BRENTON W. HARRIES (1)
DONALD J. ROBINSON (1)

OFFICERS
BRUCE CALVERT, VICE PRESIDENT 
KATHLEEN A. CORBET, VICE PRESIDENT
BARBARA J. KRUMSIEK, VICE PRESIDENT 
FRANKLIN KENNEDY III, VICE PRESIDENT
EDMUND P. BERGAN, JR., CLERK 
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER 
PATRICK J. FARRELL, CONTROLLER & CHIEF ACCOUNTING OFFICER 

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

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

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

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

LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, MA 02110-02624

(1) Member of the Audit Committee.

33


ALLIAANCE GROWTH INVESTORS FUND, INC.
ALLIANCE CONSERVATIVE INVESTORS FUND, INC.
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

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. 

GICIAR

(BACK COVER)



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