ALLIANCE PORTFOLIOS
N-30D, 1996-07-02
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ALLIANCE GROWTH FUND

SEMI-ANNUAL REPORT
APRIL 30, 1996




LETTER TO SHAREHOLDERS                                     ALLIANCE GROWTH FUND
_______________________________________________________________________________

June 7, 1996

Dear Shareholder:

The six months since we've last reported has been a period of steady gains in 
global financial markets, and Alliance Growth Fund enjoyed favorable returns. 
The following table shows how your Fund performed during its fiscal half-year 
ended April 30, 1996. For comparison, we've shown the performance of the 
overall U.S. stock market, represented by the S&P 500-stock Index, and the 
Russell 1000 Index, which is composed of the 1,000 largest U.S. stocks.

                                     TOTAL RETURN
                             PERIODS ENDED APRIL 30, 1996
                               6 MONTHS         12 MONTHS
                               --------         ---------
ALLIANCE GROWTH FUND
  Class A                       +12.42%          +29.86%
  Class B                       +12.05%          +28.96%
  Class C                       +12.05%          +29.01%

S&P 500                         +13.75%          +30.13%
RUSSELL 1000                    +13.60%          +31.27%


TOTAL RETURNS ARE BASED ON THE NET ASSET VALUES OF EACH CLASS OF SHARES AS OF 
APRIL 30; ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 2. THE FUND'S BENCHMARKS 
ARE UNMANAGED.

INVESTMENT ENVIRONMENT
During the six months ended April 30, there was considerable uncertainty about 
whether  the economy would continue to slow, or whether it would reaccelerate 
without lapsing into recession. Evidence has gradually accumulated suggesting 
that the economy will grow moderately this year. This is good news for 
corporate profits, but it may mean that interest rates have already seen their 
lows for the cycle. Cash flows into the equity market have remained at very 
high levels. The stock market has tended to track the bond marketshowing strong 
performance while interest rates were falling late last year, then flattening 
out in the last three months as interest rates have moved back up.

Market strength shifted back and forth between defensive and 
cyclically-sensitive stocks, as investors responded to economic news and 
trends. When the economy appeared weak, consumer and health care stocks led; 
when stronger economic news was reported, cyclical and technology equities were 
the market leaders. 

Throughout this entire period your Fund has been strongly invested in 
technology and financial services companies. The Fund also holds positions in 
the consumer and health care sectors, though we have chosen to be underweighted 
in them relative to the S&P 500 for the last six months.

AREAS OF OPPORTUNITY
Computer networking companies have continued to experience extraordinary growth 
despite the slower pace of overall economic activity. We think this trend will  
persist for some time to come, as both businesses and individuals discover the 
benefits of new digital technologies. The Fund's technology investments are 
focused in this area, emphasizing particularly companies with substantial and 
growing earnings while avoiding more speculative companies that have yet to 
establish strong track records. 

As long as the economy remains on its slow growth, low inflation track, we 
believe the bull market will remain intact. The rate of gain realized in the 
last year clearly surpassed most forecasters' expectations; it would not 
surprise us to see more modest gains or perhaps even a market correction in the 
months ahead. But we would not expect the correction to be anything more than a 
temporary adjustment in a bull market. Longer term, we think investors in 
equities will continue to be well-rewarded.

Thank you for your continued interest and investment in Alliance Growth Fund. 
We look forward to reporting to you again on market activity and the Fund's 
investment results later in the year. 

Sincerely,

John D. Carifa
Chairman and President

Tyler J. Smith
Portfolio Manager


1



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

OBJECTIVE AND POLICIES
Alliance Growth Fund seeks long-term growth of capital. The Fund invests 
principally in a diversified portfolio of equity securities of companies with a 
favorable outlook for earnings and whose rate of growth is expected to exceed 
that of the United States economy over time.


INVESTMENT RESULTS 
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURN AS OF APRIL 30, 1996

CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                   +29.86%        +24.35%
 . Five Years                 +19.24%        +18.20%
 . Since Inception*           +22.76         +21.82%

CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
 . One Year                   +28.96%        +24.96%
 . Five Years                 +18.43%        +18.43%
 . Since Inception*(a)        +20.47%        +20.47%

CLASS C SHARES
 . One Year                   +29.01%
 . Since Inception*           +15.11%


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: 9/4/90, Class A; 10/23/87, Class B; 8/2/93, Class C.
(A)  Assumes conversion of Class B shares into Class A shares after 8 years.


2



TEN LARGEST HOLDINGS*
APRIL 30, 1996 (UNAUDITED)                                 ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                         VALUE     PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
cisco Systems, Inc.                        $166,293,900              6.0%
Philip Morris Cos., Inc.                     99,939,612              3.6
Travelers, Inc.                              94,999,050              3.4
Oracle Systems Corp.                         83,076,437              3.0
Loews Corp.                                  80,695,375              2.9
Mannesmann AG (ADR)                          69,914,307              2.5
Sears Roebuck & Co.                          69,750,187              2.5
American International Group, Inc.           68,928,731              2.5
3Com Corp.                                   68,910,825              2.5
Texas Instruments, Inc.                      65,179,050              2.4
                                           $867,687,474             31.3%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)
_______________________________________________________________________________

                                                         SHARES
                                              ------------------------------
PURCHASES                                       BOUGHT      HOLDINGS 4/30/96
- -------------------------------------------------------------------------------
Sterling Software, Inc.                         721,100          721,100
Bay Networks, Inc.                            1,410,850        1,750,550
3Com Corp.                                    1,024,300        1,307,600
Texas Instruments, Inc.                         731,200        1,231,200
Oracle Systems Corp.                          1,775,250        2,688,250
ITT Corp.                                       426,500        1,002,800
Informix Corp.                                  930,000          930,000
Philip Morris Cos., Inc.                        281,900        1,108,900
Wal-Mart Stores, Inc.                           945,000          945,000
Chase Manhattan Corp.                           427,952          427,952
 

SALES                                             SOLD      HOLDINGS 4/30/96
- -------------------------------------------------------------------------------
Intel Corp.                                     750,000          376,600
Motorola, Inc.                                  650,000          746,800
Conrail, Inc.                                   319,000               -0-
Chrysler Corp.                                  246,830               -0-
American Express Co.                            250,000               -0-
NationsBank Corp.                               124,000               -0-
Allstate Corp.                                  150,000          759,410
Monsanto Co.                                     44,500          174,500
Travelers, Inc.                                  94,000        1,544,700
John Alden Financial Corp.                      246,500               -0-


*  Adjusted for market value of call options written.


3



PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)                                 ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- ------------------------------------------------------------------------
COMMON AND PREFERRED STOCKS-96.5%
TECHNOLOGY-37.7%
COMPUTERS, SOFTWARE & SERVICES-8.8%
COMPAQ Computer Corp.*                          300,000     $ 13,987,500
Dell Computer Corp.*                            144,300        6,619,763
Digital Equipment Corporation*                   60,700        3,626,825
General Motors Corp. Cl.E                       623,000       35,121,625
Informix Corp.* (a)                             930,000       24,528,750
Microsoft Corp.*                                121,000       13,718,375
Oracle Systems Corp.(a)                       2,688,250       90,728,437
Sterling Software, Inc.*                        721,100       56,065,525
                                                            ------------
                                                             244,396,800

ELECTRONICS-19.9%
3Com Corp.* (a)                               1,307,600       60,313,050
Bay Networks, Inc.* (a)                       1,750,550       55,142,325
Cabletron Systems, Inc.* (a)                    325,900       24,564,712
cisco Systems, Inc.* (a)                      3,268,000      169,527,500
EMC Corp.*                                    2,062,300       42,277,150
General Instrument Corp.*                     1,566,300       51,296,325
Micron Technology, Inc.(a)                      164,600        5,987,325
Motorola, Inc.(a)                               746,800       45,741,500
Silicon Graphics, Inc.* (a)                     242,000        7,169,250
Texas Instruments, Inc.(a)                    1,231,200       69,562,800
Westinghouse Electric Corp.                   1,085,000       20,479,375
                                                            ------------
                                                             552,061,312

OFFICE EQUIPMENT & SERVICES-0.4%
Xerox Corp.                                      65,100        9,537,150

PRINTING, PUBLISHING & BROADCASTING-0.3%
Cox Communications, Inc.*                       386,300        7,919,150

SEMI-CONDUCTORS & RELATED-2.6%
Altera Corp.* (a)                               400,000       21,100,000
Intel Corp.(a)                                  376,600       25,514,650
National Semiconductor Corp.*                 1,665,300       26,228,475
                                                            ------------
                                                              72,843,125

TELECOMMUNICATIONS-5.7%
Air-Touch Communications, Inc.*               1,576,700       49,271,875
DSC Communications Corp.* (a)                   773,700       24,371,550
Loral Space & Communications*                   845,000       12,146,875
Millicom International Cellular, S.A.*          312,800      $14,779,800
Newbridge Networks Corp.*                       180,000       11,587,500
Nokia Corp. (ADR)(b)                            197,000        7,165,875
Rogers Cantel Mobile Communications,
  Inc. Cl.B*                                    566,500       15,295,500
U.S. West, Inc.*                                350,000        6,825,000
United States Cellular Corp.*                   365,500       12,107,188
Vodafone Plc (ADR)(c)                           115,000        4,614,375
                                                            ------------
                                                             158,165,538
                                                            ------------
                                                           1,044,923,075


CREDIT SENSITIVE-20.3%
BANKS-1.2%
Chase Manhattan Corp.                           427,952       29,475,194
First Chicago Corp.                              90,000        1,710,000
First Union Corp.                                50,000        3,075,000
                                                            ------------
                                                              34,260,194

FINANCIAL SERVICES-1.8%
Capital One Financial Corp.                     158,000        4,661,000
Dean Witter, Discover & Co.                      87,800        4,785,100
Federal National Mortgage Assn.                 673,200       20,616,750
Franchise Financial Corp. of America             40,000          865,000
JP Realty, Inc.                                 755,300       15,011,587
Mercury Finance Co.                             297,700        3,423,550
                                                            ------------
                                                              49,362,987

INSURANCE-11.3%
20th Century Industries, Inc.*                1,098,300       17,160,937
Acceptance Insurance Cos., Inc.*                465,600        7,275,000
Allstate Corp.                                  759,410       29,522,064
American International Group, Inc.              754,350       68,928,731
ITT Hartford Group, Inc.                        843,000       41,201,625
PennCorp. Financial Group, Inc.                 484,500       14,837,813
PMI Group, Inc.                                 231,000        9,817,500
Progressive Corp. (Ohio)                        608,000       28,348,000
PXRE Corp.                                            8              204
Travelers, Inc.                               1,544,700       94,999,050
                                                            ------------
                                                             312,090,924

REAL ESTATE-4.9%
Amli Residential Properties Trust               173,100        3,440,363


4



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- ------------------------------------------------------------------------
Bradley Real Estate, Inc.                       287,982     $  4,247,735
CBL & Associates Properties, Inc.               264,000        5,445,000
Columbus Realty Trust, Inc.                     107,600        2,111,650
Essex Property Trust                            201,900        4,164,188
First Industrial Realty Trust, Inc.             177,000        4,225,875
Gables Residential Trust                        200,000        4,725,000
Highwoods Properties, Inc.                      539,200       16,310,800
The Macerich Co.                                694,400       13,454,000
Manufactured Home Communities, Inc.             160,000        3,020,000
Oasis Residential, Inc.                         160,000        4,200,000
  cv. pfd.                                       30,000          675,000
Paragon Group, Inc.                             150,000        2,662,500
Saul Centers, Inc.                              238,000        3,421,250
Simon Property Group, Inc.                      276,500        6,359,500
Spieker Properties, Inc.                        426,200       11,081,200
Storage USA, Inc.                               403,700       13,372,562
Summit Properties, Inc.                         507,700        9,709,762
Sun Communities, Inc.                           520,000       13,585,000
Walden Residential Properties, Inc.             208,100        4,396,112
Weeks Corp.                                     163,000        3,973,125
                                                            ------------
                                                             134,580,622

UTILITY/GAS-0.2%
Renaissance Energy, Ltd.*                       224,000        5,914,653
UTILITY/TELEPHONE-0.9%
MCI Communications Corp.                        359,000       10,568,063
Telephone and Data Systems, Inc.                320,000       14,880,000
                                                            ------------
                                                              25,448,063
                                                            ------------
                                                             561,657,443


CONSUMER NONCYCLICALS-12.1%
BEVERAGES-0.6%
Coca-Cola Femsa, S.A. (ADR)(d)                  629,700       16,923,188

DRUGS-3.5%
Abbott Laboratories                             510,000       20,718,750
Amgen, Inc.*                                    106,000        6,095,000
Astra AB, Series A* (e)                         400,000       17,783,414
Gensia, Inc.* (f)                                68,500          962,767
Merck & Co., Inc.                               439,000       26,559,500
Pfizer, Inc.                                    380,000       26,172,500
                                                            ------------
                                                              98,291,931

HOSPITAL SUPPLIES & SERVICES-1.5%
Healthsource, Inc.* (a)                         418,000      $14,264,250
Quest Medical, Inc.*                            265,225        3,182,700
United Healthcare Corp.                         388,900       22,750,650
                                                            ------------
                                                              40,197,600

TOBACCO-6.5%
Loews Corp.                                   1,058,300       80,695,375
Philip Morris Cos., Inc.                      1,108,900       99,939,612
                                                            ------------
                                                             180,634,987
                                                            ------------
                                                             336,047,706


CONSUMER CYCLICALS-8.3%
PHOTO & OPTICAL-1.4%
Eastman Kodak Co.                               495,700       37,921,050

RETAILING-GENERAL-6.9%
Federated Department Stores, Inc.*              100,000        3,337,500
Hasbro, Inc.                                    135,400        4,975,950
Home Depot, Inc.                                779,000       36,905,125
Lowes Cos., Inc.                              1,172,500       37,959,687
Sears Roebuck & Co.                           1,398,500       69,750,187
Tandy Corp.                                     296,300       15,370,563
Wal-Mart Stores, Inc.                           945,000       22,561,875
                                                            ------------
                                                             190,860,887
                                                            ------------
                                                             228,781,937

BUSINESS SERVICES-6.5%
PRINTING, PUBLISHING & BROADCASTING-4.0%
Comcast Corp. Cl.A (SPL)                        226,500        3,963,750
Donnelley (R.R.) & Sons Co.                     879,200       31,651,200
TCI Group Series A*                           2,965,500       56,715,187
Tele-Communications, Inc.-
  Liberty Media Group Cl. A*                    621,375       17,010,141
Time Warner, Inc.                                60,000        2,452,500
                                                             111,792,778
RAILROADS & EQUIPMENT-1.9%
Southern Pacific Rail Corp.*                    449,500       11,237,500
Union Pacific Corp.                             585,000       39,853,125
                                                              51,090,625


5



PORTFOLIO OF INVESTMENTS (CONTINUED)                       ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- ------------------------------------------------------------------------
TRANSPORTATION-0.6%
Pittston Brinks Group                           497,000     $ 13,853,875
Pittston Burlington Group                       195,500        3,885,563
                                                            ------------
                                                              17,739,438
                                                            ------------
                                                             180,622,841


CAPITAL GOODS-3.6%
MACHINERY-3.6%
Applied Materials, Inc.*                        150,000        6,000,000
ITT Industries, Inc.                            848,000       23,320,000
Mannesmann AG (ADR)(g)                          205,000       69,914,307
                                                            ------------
                                                              99,234,307

BASIC MATERIALS-3.4%
CHEMICALS-2.5%
Great Lakes Chemical Corp.                      371,000       25,320,750
Monsanto Co.                                    174,500       26,436,750
W.R. Grace & Co.                                227,000       17,592,500
                                                            ------------
                                                              69,350,000

FOREST PRODUCTS-0.1%
Louisiana-Pacific Corp.                         100,000        2,512,500

METALS & MINING-0.6%
Aluminum Co. of America                         100,000        6,237,500
Freeport McMoran, Inc.                          280,983       10,255,880
                                                            ------------
                                                              16,493,380

PAPER-0.2%
Kimberly Clark Corp.                             90,000        6,536,250
                                                            ------------
                                                              94,892,130

ENERGY-2.2%
OIL & GAS-1.7%
Gulf Canada Resources, Ltd.*                  8,834,100       48,587,550

OIL SUPPLIES & CONSTRUCTION-0.5%
Western Atlas, Inc.*                            226,600       13,596,000
                                                            ------------
                                                              62,183,550

DIVERSIFIED-2.2%
Hanson PLC (ADR)* (c)
  warrants, expiring 9/30/97                  1,045,296           55,073
  B warrants, expiring 9/30/97                  444,203           27,763
ITT Corp.*                                    1,002,800       61,045,450
                                                            ------------
                                                              61,128,286


                                                SHARES,
                                            CONTRACTS (H)
                                             OR PRINCIPAL
                                                AMOUNT
COMPANY                                          (000)           VALUE
- ------------------------------------------------------------------------
CONSUMER SERVICES-0.2%
HOTELS & RESTAURANTS-0.2%
McDonald's Corp.                                134,000   $    6,415,250
Total Common and Preferred Stocks
  (cost $2,231,259,284)                                    2,675,886,525

LONG TERM DEBT SECURITIES-1.1%
ELECTRONICS-1.1%
3Com Corp.
  10.25%, 11/01/01(f)                           $ 8,500       12,973,125
Altera Corp.
  5.75%, 6/15/02(f)                               9,040       10,950,514
Cypress Semiconductor Corp.
  3.15%, 3/15/01(f)                               6,500        7,066,020
                                                            ------------
                                                              30,989,659

Total Long Term Debt Securities
  (cost $30,216,609)                                          30,989,659


SHORT-TERM DEBT SECURITIES-3.6%
Federal Farm Credit Bank
  5.16%, 5/07/96                                 15,000       14,987,100
Federal Home Loan Bank
  5.17%, 5/14/96                                 14,000       13,971,852
  5.18%, 5/14/96                                 26,000       25,951,366
Federal Home Loan Mortgage Corp.
  5.30%, 5/01/96                                 44,500       44,500,000
Total Short-Term Debt Securities
  (amortized cost $99,410,318)                                99,410,318

TOTAL INVESTMENTS-101.2%
  (cost $2,360,886,211)                                    2,806,286,502

OUTSTANDING CALL OPTIONS WRITTEN-(1.4%)
3Com Corp.
  expiring May 1996
  @ $44.63                                        1,000         (163,000)
  expiring June 1996
  @ $43.50                                        2,000         (978,000)
  @ $44.00                                        1,000         (484,000)
  @ $44.25                                        1,000         (414,100)


6



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                      CONTRACTS (H)       VALUE
- -------------------------------------------------------------------------
  expiring July 1996
  @ $39.50                                        1,500      $(1,284,000)
  @ $39.88                                        1,000         (797,000)
  @ $45.00                                          500         (255,250)
Altera Corp.
  expiring July 1996
  @ $46.75                                        1,000         (934,000)
  @ $50.00                                        1,000         (741,000)
  @ $50.13                                        1,000         (738,000)
  @ $52.88                                        1,000         (614,000)
Bay Networks, Inc.
  expiring May 1996
  @ $34.75                                        1,500         (198,000)
  expiring June 1996
  @ $33.63                                          500          (91,000)
  @ $34.50                                        1,000         (170,000)
  @ $34.88                                        1,500         (234,000)
  @ $37.00                                        1,000          (93,700)
  expiring July 1996
  @ $29.00                                        1,000         (467,000)
  @ $29.00                                        1,000         (479,100)
  @ $29.18                                        1,000         (468,700)
  @ $29.88                                          500         (214,000)
  @ $30.25                                        1,000         (429,000)
  @ $32.25                                          500         (169,000)
  @ $32.75                                        2,000         (614,000)
Cabletron Systems, Inc.
  expiring May 1996
  @ $73.60                                          500         (182,500)
  @ $74.00                                          500         (167,000)
  expiring July 1996
  @ $67.50                                        1,000       (1,075,000)
  @ $68.63                                          500         (500,000)
cisco Systems, Inc.
  expiring May 1996
  @ $49.63                                        1,000         (403,000)
  expiring June 1996
  @ $46.13                                        1,000         (716,000)
  @ $47.50                                        1,000         (624,000)
  @ $48.25                                        1,000         (571,000)
  expiring July 1996
  @ $49.50                                        1,000         (475,600)
  @ $51.38                                        1,000         (444,000)
DSC Communications Corp.
  expiring May 1996
  @ $32.50                                        1,000         $(68,000)
  expiring June 1996
  @ $28.63                                          500         (201,500)
  @ $29.50                                        1,000         (357,000)
Healthsource, Inc.
  expiring May 1996
  @ $35.25                                        2,000          (24,000)
  @ $39.25                                        1,000          (21,000)
Informix Corp.
  expiring May 1996
  @ $31.50                                        1,500           (9,600)
  @ $31.50                                        1,000          (10,500)
  @ $31.63                                        1,500           (3,000)
  expiring June 1996
  @ $74.63                                        1,000          (32,100)
  expiring July 1996
  @ $25.50                                          500         (175,000)
  @ $27.13                                        1,000         (236,400)
  @ $29.25                                        1,000         (147,200)
  expiring Aug 1996
  @ $25.00                                        1,000         (393,750)
Intel Corp.
  expiring May 1996
  @ $54.38                                          500         (669,500)
  @ $58.88                                          500         (447,500)
  expiring June 1996
  @ $53.13                                        1,000       (1,496,000)
  @ $58.38                                          500         (514,000)
  expiring July 1996
  @ $56.50                                        1,000       (1,217,000)
Micron Technology, Inc.
  expiring May 1996
  @ $35.50                                        1,000         (205,400)
  expiring July 1996
  @ $31.63                                          500         (296,600)
Motorola, Inc.
  expiring May 1996
  @ $55.13                                        1,000         (647,000)
  @ $55.25                                        1,000         (641,000)
  expiring July 1996
  @ $53.00                                        1,500       (1,402,500)


7



PORTFOLIO OF INVESTMENTS (CONTINUED)                       ALLIANCE GROWTH FUND
_______________________________________________________________________________

COMPANY                                      CONTRACTS (H)       VALUE
- -------------------------------------------------------------------------
Oracle Systems Corp.
  expiring May 1996
  @ $31.50                                          750     $   (169,125)
  @ $31.75                                        1,500         (303,150)
  @ $33.50                                          750          (90,750)
  expiring June 1996
  @ $32.63                                          750         (204,750)
  @ $32.63                                        1,500         (433,500)
  @ $32.88                                        1,500         (400,500)
  @ $33.25                                        1,500         (387,000)
  @ $33.33                                          750         (177,750)
  expiring July 1996
  @ $28.63                                        1,500         (915,000)
  @ $29.38                                        2,250       (1,230,750)
  @ $30.50                                        2,250       (1,014,975)
  @ $31.00                                          750         (328,500)
  @ $31.50                                        1,500         (571,800)
  @ $33.00                                        1,000         (323,500)
  @ $33.88                                        1,500         (442,500)
  @ $34.13                                        1,500         (405,450)
  @ $34.38                                        1,000         (253,000)
Silicon Graphics, Inc.
  expiring May 1996
  @ $25.88                                        1,500         (630,000)
  expiring June 1996
  @ $25.50                                          500         (234,500)
Texas Instruments, Inc.
  expiring May 1996
  @ $50.13                                          500         (330,350)
  @ $50.38                                          500         (319,500)
  @ $51.25                                        1,000         (535,000)
  @ $53.75                                          500         (161,500)
  @ $54.25                                        1,000         (278,000)
  expiring June 1996
  @ $50.00                                        1,000         (767,000)
  @ $50.75                                        1,500       (1,060,500)
  @ $53.88                                          500         (248,500)
  expiring July 1996
  @ $52.63                                          500         (294,400)
  @ $57.13                                        1,000         (389,000)
Total Outstanding Call Options Written
  (premiums received $34,120,640)                            (38,303,750)

TOTAL INVESTMENTS NET OF OUTSTANDING CALL 
  OPTIONS WRITTEN-99.8%
  (cost $2,326,765,571)                                    2,767,982,752
Other assets less liabilities-0.2%                             5,948,698

NET ASSETS-100%                                           $2,773,931,450


*    Non-income producing security.

(a)  Security on which options are written (shares subject to call have an 
aggregate market value of $364,700,000).

(b)  Country of origin-Finland.

(c)  Country of origin-United Kingdom.

(d)  Country of origin-Mexico.

(e)  Country of origin-Sweden.

(f)  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, 1996, 
these securities amounted to $31,952,426 or 1.2% of net assets.

(g)  Country of origin-Germany.

(h)  One contract relates to 100 shares.

     Glossary:
     ADR - American Depository Receipt.

     See notes to financial statements.


8



STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1996 (UNAUDITED)                                 ALLIANCE GROWTH FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $2,360,886,211)     $2,806,286,502
  Cash                                                                 172,301
  Receivable for shares of beneficial interest sold                 12,626,303
  Receivable for investment securities sold                          8,387,342
  Dividends and interest receivable                                  1,366,026
  Total assets                                                   2,828,838,474

LIABILITIES
  Outstanding call options written, at value 
    (premiums received $34,120,640)                                 38,303,750
  Payable for investment securities purchased                       10,649,308
  Payable for shares of beneficial interest redeemed                 2,096,948
  Distribution fee payable                                           1,959,702
  Advisory fee payable                                               1,632,089
  Accrued expenses                                                     265,227
  Total liabilities                                                 54,907,024

NET ASSETS                                                      $2,773,931,450

COMPOSITION OF NET ASSETS
  Shares of beneficial interest, at par                         $        1,001
  Additional paid-in capital                                     2,276,326,645
  Distributions in excess of net investment income                  (7,145,631)
  Accumulated net realized gain on investments                      63,566,459
  Net unrealized appreciation of investments, options and 
    other assets less liabilities                                  441,182,976
                                                                $2,773,931,450

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($395,674,248/
    12,265,422 shares of beneficial interest issued and outstanding)    $32.26
  Sales charge-4.25% of public offering price                             1.43
  Maximum offering price                                                $33.69

  CLASS B SHARES
  Net asset value and offering price per share ($2,060,162,728/
    76,055,891 shares of beneficial interest issued and outstanding)    $27.09

  CLASS C SHARES
  Net asset value, redemption and offering price per share
    ($318,094,474/11,737,962 shares of beneficial interest 
    issued and outstanding)                                             $27.10


See notes to financial statements.


9



STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)                ALLIANCE GROWTH FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld 
    of $27,508)                                     $15,288,995 
  Interest                                            2,545,053 
                                                                  $ 17,834,048
EXPENSES
  Advisory fee                                        8,879,611 
  Distribution fee - Class A                            501,743 
  Distribution fee - Class B                          8,823,352 
  Distribution fee - Class C                          1,343,653 
  Transfer agency                                     2,029,200 
  Printing                                              232,291 
  Registration                                          193,973 
  Custodian                                             141,609 
  Audit and legal                                        50,083 
  Trustees' fees                                         12,031 
  Miscellaneous                                          26,297 
  Total expenses                                                    22,233,843
  Net investment loss                                               (4,399,795)
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investment transactions                      44,693,772
  Net realized gain on options transactions                         21,558,037
  Net realized gain on foreign currency transactions                 2,639,457
  Net change in unrealized appreciation of securities              206,669,643
  Net change in unrealized depreciation of options                  (2,011,027)
  Net change in unrealized appreciation of foreign 
    currency denominated assets and liabilities                     (2,647,425)
  Net gain on investments                                          270,902,457
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                        $266,502,662
    
    
See notes to financial statements.


10



STATEMENT OF CHANGES IN NET ASSETS                         ALLIANCE GROWTH FUND
_______________________________________________________________________________

                                               SIX MONTHS ENDED
                                                APRIL 30, 1996     YEAR ENDED
                                                  (UNAUDITED)     OCT. 31,1995
                                                 -------------  ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment loss                            $ (4,399,795)  $     (653,141)
  Net realized gain on investments, options, 
    and foreign currency transactions              68,891,266       48,585,427
  Net change in unrealized appreciation 
    (depreciation) of investments, options, and 
    foreign currency denominated assets and 
    liabilities                                   202,011,191      228,506,420
  Net increase in net assets from operations      266,502,662      276,438,706

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                        (1,878,354)        (773,224)
    Class B                                                -0-        (380,866)
    Class C                                                -0-         (57,618)
  Net realized gain on investments
    Class A                                        (6,274,504)      (2,882,018)
    Class B                                       (39,764,335)     (15,615,519)
    Class C                                        (6,015,295)      (2,362,349)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase                                    547,519,055      725,770,828
  Total increase                                  760,089,229      980,137,940

NET ASSETS
  Beginning of year                             2,013,842,221    1,033,704,281
  End of period                                $2,773,931,450   $2,013,842,221
    
    
See notes to financial statements.


11



NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1996 (UNAUDITED)                                 ALLIANCE GROWTH FUND
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Growth Fund (the 'Fund'), a series of The Alliance Portfolios (the 
'Trust'), is registered under the Investment Company Act of 1940, as a 
diversified, open-end investment company. The Fund offers Class A, Class B and 
Class C shares. Class A shares are sold with a front-end sales charge of up to 
4.25%. Class B shares are sold with a contingent deferred sales charge which 
declines from 4.00% 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 B shares purchased on or after August 2, 1993 and held for a period 
ending eight years after the end of the calendar month of purchase will convert 
to Class A shares. Class C shares are sold without an initial or contingent 
deferred sales charge. All three classes of shares have identical voting, 
dividend, liquidation and other rights, except that each class bears different 
distribution expenses and has exclusive voting rights with respect to its 
distribution plan. The following is a summary of significant accounting 
policies followed by the Fund.

1. SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the 
last sales price or, if no sale occurred, at the mean of the bid and asked 
price at the regular close of the New York Stock Exchange. Securities traded on 
the over-the-counter market are valued at the mean of the closing bid and asked 
price. Securities for which current market quotations are not readily available 
(including investments which are subject to limitations as to their sale) are 
valued at their fair value as determined in good faith by the Board of 
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 Fund to meet their obligations may be affected by 
economic developments in a specific industry or region.

2. CURRENCY TRANSLATION
Assets and liabilities denomintaed 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 $2,639,457 represents net 
foreign exchange gains and losses from holdings of forward foreign currency 
contracts, 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 denomintaed assets and liabilities at 
period end exchange rates are reflected as a component of unrealized 
appreciation of investments and foreign currency denomintaed assets and 
liabilities.

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

4. 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.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gain distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles.


12



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

6. INCOME AND EXPENSES
All income earned and expenses incurred by the 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 on such Class, except that the Funds' 
Class B and Class C shares bear higher distribution and transfer agent fees. 
Expenses attributable to the Fund are charged to the Fund. Expenses of the 
Trust are charged to the Fund in proportion to net assets. 

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance an 
advisory fee at an annual rate of .75% of the Fund's average daily net assets. 
Such a fee is accrued daily and paid monthly. The Adviser has agreed, under 
terms of the advisory agreement, to reimburse the Fund to the extent that its 
aggregate expenses (exclusive of interest, taxes, brokerage, distribution fees, 
and extraordinary expenses) exceed the limits prescribed by any state in which 
the Fund's shares are qualified for sale. The Fund believes that the most 
restrictive expense ratio limitation imposed by any state in which the Fund 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. No 
such reimbursement was required for the six months ended April 30, 1996.

The Fund has 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 Fund. Compensation under this 
agreement amounted to $1,349,859 for the six months ended April 30, 1996.

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received net 
front-end sales charges of $125,251 from the sale of Class A shares and 
$1,365,970 in contingent deferred sales charges imposed upon redemptions by 
shareholders of Class B shares for the six months ended April 30, 1996.

Brokerage commissions paid on securities transactions for the six months ended 
April 30, 1996 amounted to $1,172,748, none of which was paid to Donaldson, 
Lufkin & Jenrette Securities Corp. ('DLJ'), an affiliate of the Adviser.

Trustees fees expenses include amounts owed to two of the trustees under a 
deferred compensation plan of $74,962.

NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the 'Agreement') 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Fund pays a distribution fee to the Distributor at an annual 
rate of up to .50 of 1% the Fund's average daily net assets attributable to the 
Class A shares and 1% of the average daily net assets attributable to both 
Class B and Class C shares. The Trustees currently limit payments under the 
Class A plan to .30 of 1% the Fund's 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 Fund in the amount of $55,743,191 and $1,426,722 for 
Class B and C shares, respectively; such costs may be recovered from the Fund 
in future periods so long as the Agreement is in effect. In accordance with the 
Agreement, there is no provision for recovery of unreimbursed distribution 
costs incurred by the Distributor beyond the current fiscal year for Class A 
shares. The Agreement also provides that the Adviser may use its own resources 
to finance the distribution of the Fund's shares.


13



NOTES TO FINANCIAL STATEMENTS (CONTINUED)                  ALLIANCE GROWTH FUND
_______________________________________________________________________________

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
aggregated $843,691,836 and $353,819,235, respectively, for the six months 
ended April 30, 1996. There were purchases of $17,523,080 and sales of 
$9,400,234 of U.S. Government and government agency obligations for the six 
months ended April 30, 1996.

1. OPTION TRANSACTIONS
For hedging purposes, the Fund purchases and writes (sells) put and call 
options on U.S. and foreign government securities and foreign currencies that 
are traded on U.S. and foreign securities exchanges and over-the-counter 
markets.

The risk associated with purchasing an option is that the Fund pays a premium 
whether or not the option is exercised. Additionally, the Fund bears the risk 
of loss of premium and change in market value should the counterparty not 
perform under the contract. Put and call options purchased are accounted for in 
the same manner as portfolio securities. The cost of securities acquired 
through the exercise of call options is increased by premiums paid. The 
proceeds from securities sold through the exercise of put options are decreased 
by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as 
a liability and is subsequently adjusted to the current market value of the 
option written. Premiums received from writing options which expire unexercised 
are recorded by the Fund on the expiration date as realized gains from option 
transactions. The difference between the premium and the amount paid on 
effecting a closing purchase transaction, including brokerage commissions, is 
also treated as a realized gain, or if the premium is less than the amount paid 
for the closing purchase transaction, as a realized loss. If a call option is 
exercised, the premium is added to the proceeds from the sale of the underlying 
security or currency in determining whether the Fund has realized a gain or 
loss. If a put option is exercised, the premium reduces the cost basis of the 
security or currency purchased by the Fund. In writing an option, the Fund 
bears the market risk of an unfavorable change in the price of the security or 
currency underlying the written option. Exercise of an option written by the 
Fund could result in the Fund selling or buying a security or currency at a 
price different from the current market value.

Transactions in options written for the six months ended April 30, 1996 were as 
follows:

                                                      NUMBER OF 
                                                      CONTRACTS      PREMIUMS
                                                      ---------   -------------
Options outstanding at beginning of year                44,650    $ 18,649,332
Options written                                        152,000      63,616,492
Options terminated in closing purchase transactions    (42,625)    (20,811,807)
Options expired                                        (37,900)    (15,864,752)
Options exercised                                      (28,375)    (11,468,625)
Options outstanding at April 30, 1996                   87,750    $ 34,120,640
   
   
2. FOREIGN EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts in order to hedge its 
exposure to changes in foreign currency exchange rates on its foreign portfolio 
holdings. 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 contract and the 
closing of such contract 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.

The Fund's custodian will place and maintain cash not available for investment 
or securities in a separate account of the Fund having a value equal to the 
aggregate amount of the Fund's commitments under forward exchange currency 
contracts entered into with respect to position hedges. Risks may arise from 
the potential inability of a counterparty to meet the terms of a contract and 
from unanticipated movements in the value of a foreign currency relative to the 
U.S. dollar.


14



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

At April 30, 1996, the Fund had no outstanding forward exchange currency 
contracts.

At April 30, 1996, the cost of securities for federal income tax purposes was 
$2,367,664,509. Accordingly gross unrealized appreciation of investments was 
$504,506,697 and gross unrealized depreciation of investments was $65,884,704 
resulting in net unrealized appreciation of $438,621,993.

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. Transactions in shares of beneficial interest were as follows:

                               SHARES                         AMOUNT
                    ---------------------------  ------------------------------
                   SIX MONTHS ENDED  YEAR ENDED  SIX MONTHS ENDED  YEAR ENDED
                     APRIL 30,1996  OCTOBER 31,   APRIL 30,1996    OCTOBER 31,
                      (UNAUDITED)       1995       (UNAUDITED)        1995
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold            5,634,371     5,137,889    $174,808,937    $138,168,292
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          238,657       136,788       7,133,447       3,174,842
Shares redeemed       (3,281,426)   (2,291,772)   (102,280,556)    (62,614,033)
Net increase           2,591,602     2,982,905    $ 79,661,828    $ 78,729,101
     
CLASS B
Shares sold           18,431,206    31,470,527    $479,238,530    $706,760,789
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        1,182,878       631,579      29,773,038      12,397,903
Shares redeemed       (4,167,302)   (6,927,995)   (108,552,546)   (156,819,474)
Net increase          15,446,782    25,174,111    $400,459,022    $562,339,218
     
CLASS C
Shares sold            3,487,358     5,581,389    $ 90,738,169    $125,759,340
Shares issued in 
  reinvestment of 
  dividends and 
  distributions          125,326        61,296       3,155,709       1,203,861
Shares redeemed       (1,017,964)   (1,894,060)    (26,495,673)    (42,260,692)
Net increase           2,594,720     3,748,625    $ 67,398,205    $ 84,702,509
     
     
15



FINANCIAL HIGHLIGHTS                                       ALLIANCE GROWTH FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                                     CLASS A  
                                           -------------------------------------------------------------------------------------
                                             SIX MONTHS   
                                                ENDED                 MAY 1,1994   
                                              APRIL 30,   YEAR ENDED       TO                   YEAR ENDED APRIL 30,
                                                1996     OCTOBER 31,  OCTOBER 31,  ---------------------------------------------
                                            (UNAUDITED)      1995       1994**         1994        1993      1992      1991(A)
                                           ------------  ----------  ------------  -----------  ---------  --------  -----------
<S>                                        <C>           <C>         <C>           <C>          <C>        <C>       <C>
Net asset value, beginning of period         $29.48        $25.08      $23.89         $22.67      $20.31    $17.94    $13.61
        
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                    .04           .12         .09           (.01)*       .05*      .29*      .17*
Net realized and unrealized gain on 
  investments                                  3.56          4.80        1.10           3.55        3.68      3.95      4.22
Net increase in net asset value from
  operations                                   3.60          4.92        1.19           3.54        3.73      4.24      4.39
        
LESS: DISTRIBUTIONS
Dividends from net investment 
income                                         (.19)         (.11)         -0-            -0-       (.14)     (.26)     (.06)
Distributions from net realized gains          (.63)         (.41)         -0-         (2.32)      (1.23)    (1.61)       -0-
Total dividends and distributions              (.82)         (.52)         -0-         (2.32)      (1.37)    (1.87)     (.06)
Net asset value, end of period               $32.26        $29.48      $25.08         $23.89      $22.67    $20.31    $17.94
        
TOTAL RETURN
Total investment return based on
  net asset value (b)                         12.42%        20.18%       4.98%         15.66%      18.89%    23.61%    32.40%
        
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)  $395,674      $285,161    $167,800       $102,406     $13,889    $8,228      $713
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                             1.28%(c)      1.35%       1.35%(c)       1.40%       1.40%     1.40%     1.40%(c)
  Expenses, before waivers/
    reimbursements                             1.28%(c)      1.35%       1.35%(c)       1.46%       1.84%     1.94%     8.79%(c)
  Net investment income                         .23%(c)       .56%        .86%(c)        .32%        .20%     1.44%     1.99%(c)
Portfolio turnover rate                          15%           61%         24%            87%        124%      137%      130%
Average commission rate (d)                  $.0605         $  -0-      $  -0-         $  -0-      $  -0-    $  -0-    $  -0-
</TABLE>


See footnote summary on page 18.


16



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                                     CLASS A  
                                           --------------------------------------------------------------------------------------
                                             SIX MONTHS   
                                                ENDED                 MAY 1,1994   
                                              APRIL 30,   YEAR ENDED       TO                    YEAR ENDED APRIL 30,
                                                1996     OCTOBER 31,  OCTOBER 31,  ----------------------------------------------
                                            (UNAUDITED)      1995       1994**          1994          1993       1992      1991
                                           ------------  ----------  ------------  --------------  ---------  ---------  --------
<S>                                        <C>           <C>         <C>           <C>             <C>        <C>        <C>
Net asset value, beginning of period         $24.78        $21.21      $20.27         $19.68        $18.16     $16.88     $14.38
        
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                   (.05)         (.02)        .01           (.07)*(e)     (.06)*      .17*       .08*
Net realized and unrealized gain on 
  investments                                  2.99          4.01         .93           2.98          3.23       3.67       3.22
Net increase in net asset value from
  operations                                   2.94          3.99         .94           2.91          3.17       3.84       3.30
        
LESS: DISTRIBUTIONS
Dividends from net investment 
  income                                         -0-         (.01)         -0-            -0-         (.03)      (.21)      (.09)
Distributions from net realized gains          (.63)         (.41)         -0-         (2.32)        (1.62)     (2.35)      (.71)
Total dividends and distributions              (.63)         (.42)         -0-         (2.32)        (1.65)     (2.56)      (.80)
Net asset value, end of period               $27.09        $24.78      $21.21         $20.27        $19.68     $18.16     $16.88
        
TOTAL RETURN
Total investment return based on
  net asset value (b)                         12.05%        19.33%       4.64%         14.79%        18.16%     22.75%     24.72%
        
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted)                        $2,060,163    $1,502,020    $751,521       $394,227       $56,704    $37,845    $22,710
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                             1.98%(c)      2.05%       2.05%(c)       2.10%         2.15%      2.15%      2.10%
  Expenses, before waivers/
    reimbursements                             1.98%(c)      2.05%       2.05%(c)       2.13%         2.52%      2.65%      3.06%
  Net investment income (loss)                 (.47)%(c)     (.15)%       .16%(c)       (.36)%        (.53)%      .78%       .56%
Portfolio turnover rate                          15%           61%         24%            87%          124%       137%       130%
Average commission rate (d)                  $.0605         $  -0-      $  -0-         $  -0-        $  -0-     $  -0-     $  -0-
</TABLE>


See footnote summary on page 18.


17



FINANCIAL HIGHLIGHTS (CONTINUED)                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH 
PERIOD

<TABLE>
<CAPTION>
                                                                     CLASS C
                                            ------------------------------------------------------
                                             SIX MONTHS
                                                ENDED                    MAY 1,1994    AUGUST 2,
                                              APRIL 30,    YEAR ENDED        TO        1993 (F)
                                                1996       OCTOBER 31,   OCTOBER 31,  TO APRIL 30,
                                             (UNAUDITED)       1995        1994**        1994
                                            -------------  -----------  ------------  ------------
<S>                                         <C>            <C>          <C>           <C>
Net asset value, beginning of period          $24.79         $21.22       $20.28       $21.47
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                    (.05)          (.03)         .01         (.02)*
Net realized and unrealized gain on 
  investments                                   2.99           4.02          .93         1.15
Net increase in net asset value from 
  operations                                    2.94           3.99          .94         1.13
  
LESS: DISTRIBUTIONS
Dividends from net investment income              -0-          (.01)          -0-          -0-
Distributions from net realized gains           (.63)          (.41)          -0-       (2.32)
Total dividends and distributions               (.63)          (.42)          -0-       (2.32)
Net asset value, end of period                $27.10         $24.79       $21.22       $20.28
  
TOTAL RETURN
Total investment return based on 
  net asset value (b)                          12.05%         19.32%        4.64%        5.27%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)    $318,094       $226,662     $114,455      $64,030
Ratios to average net assets of:
  Expenses, net of waivers/
    reimbursements                              1.98%(c)       2.05%        2.05%(c)     2.10%(c)
  Expenses, before waivers/
    reimbursements                              1.98%(c)       2.05%        2.05%(c)     2.13%(c)
  Net investment income (loss)                  (.47)%(c)      (.15)%        .16%(c)     (.31)%(c)
Portfolio turnover rate                           15%            61%          24%          87%
Average commission rate (d)                   $.0605            $-0-         $-0-         $-0-
</TABLE>


*    Net of fee waived and expenses reimbursed by the Adviser.

**   The Fund changed its fiscal year end from April 30 to October 31.

(a)  For the period September 4, 1990 (commencement of distribution) to April 
30, 1991.

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

(c)  Annualized.

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

(e)  Per share data based upon average monthly shares outstanding.

(f)  Commencement of distribution. Prior to July 22, 1993, Equitable Capital 
Management Corporation (Equitable Capital) served as 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 investment 
adviser for the Trust.


18



                                                           ALLIANCE GROWTH FUND
_______________________________________________________________________________

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-MARKETING
WAYNE D. LYSKI, VICE PRESIDENT
EDMUND P. BERGAN, JR., CLERK
VINCENT S. NOTO, CONTROLLER & CHIEF ACCOUNTING OFFICER
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER

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

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

LEGAL COUNSEL
ROPES & GRAY
One International Place
Boston, MA 02110-2624

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

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


(1)  Member of the Audit Committee.
     The financial information included herein is taken from the records of the 
Fund without audit by independent accountants who do not express an opinion 
thereon.


19



ALLIANCE GROWTH FUND, INC.
1345 Avenue of the Americas
New York, NY10105
(800) 221-5672

ALLIANCECAPITAL
INVESTING WITHOUT THE MYSTERY.

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

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

GFSR



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