ALLIANCE GROWTH FUND
SEMI-ANNUAL REPORT
APRIL 30, 1997
ALLIANCE CAPITAL
LETTER TO SHAREHOLDERS ALLIANCE GROWTH FUND
_______________________________________________________________________________
June 6, 1997
Dear Shareholder:
We are pleased to provide you with an update of the Alliance Growth Fund's
performance and investment activity for the period ended April 30, 1997. In the
table below, your Fund's performance is compared with that of the overall U.S.
stock market, represented by the S&P 500 Stock Index, and with the Russell 1000
Growth Index, which tracks large-cap U.S. stocks.
INVESTMENT RESULTS*
TOTAL RETURNS FOR
PERIODS ENDED APRIL 30, 1997
6 MONTHS 12 MONTHS
--------- ---------
ALLIANCE GROWTH FUND
Class A 5.46% 14.12%
Class B 5.12 13.34
Class C 5.11 13.33
S&P 500 STOCK INDEX 14.71 25.12
RUSSELL 1000 INDEX 13.08 22.36
* TOTAL RETURNS FOR ADVISOR CLASS SHARES WILL DIFFER DUE TO DIFFERENT
EXPENSES. THE S&P AND RUSSELL INDICES ARE UNMANAGED.
INVESTMENT ENVIRONMENT
The Fund showed a positive return for the first half of the fiscal year (ended
April 30), but lagged behind the S&P 500 Stock Index. Although the market
trended higher for most of this period, there was a sharp correction for about
six weeks during March and April. This decline was similar to the one
experienced last year in that the broader market fell more than the S&P 500,
and the volatile technology sector was particularly weak. The Growth Fund's
large technology holdings and its emphasis on stocks with market capitalization
below that of those in the S&P 500 contributed to a decline greater than that
of the Index.
The immediate catalyst for the market's decline was a rate increase by the
Federal Reserve. The Fed, sensing a possibly overheating economy, moved
pre-emptively to head off a possible resurgence of inflation. Subsequently,
economic statistics have suggested some moderating of the rate of growth, the
Federal Reserve has not implemented any further rate increases, and the stock
market has recovered to new highs. The technology sector and the
over-the-counter market, which performed poorly during the decline, came back
strongly, but still lag the S&P 500 on a year-to-date basis.
AREAS OF OPPORTUNITY
The disparity of performance between large-capitalization stocks and the rest
of the market has grown very large. The Growth Fund has enjoyed long-term
success by owning a mix of large and mid-cap stocks while underweighting stocks
of the very largest corporations. Without predicting that it will occur soon,
we are confident that the extraordinary dominance of the very largest stocks
will eventually give way to a broadening of market leadership, as it always has
in the past. We contemplate no change in the basic strategy of the Fund, which
is to emphasize superior prospective earnings growth, purchased at a reasonable
price.
The technology sector, particularly the fast growing networking industry, has
experienced some growing pains in recent months. Some leading companies
acknowledged order slowdowns and possible short-term earnings problems. There
has also been some unexpectedly steep price cutting. These companies have been
growing at an extraordinary pace, generally in excess of 30% per annum in
recent years. Any hint of interruption in the momentum of revenues causes
investors to fear that earnings might deteriorate sharply, as rapidly rising
expenses ran ahead of realized revenues.
First quarter earnings reports are now largely behind us. There have been some
shortfalls, but, in general, growth prospects still appear to be quite strong.
We believe that the integration of computer and communications technologies
will continue to provide exceptional growth opportunities in the years ahead.
It is unfortunately characteristic of rapidly growing technology stocks that
they occasionally go through periods of uncomfortable volatility. We think that
the recent weakness is largely behind us and we remain aggressively positioned
in companies such as Cisco Systems, 3Com and WorldCom.
1
ALLIANCE GROWTH FUND
_______________________________________________________________________________
The financial services industry continues to be an area of emphasis. The recent
fear that interest rates might move meaningfully higher, and that such a move
would adversely impact the financial sector, seems to be subsiding. We do not
expect rates to move much higher, nor do we believe that interest rates will be
the principal determinant of performance by this market sector. Because we
believe that the financial services sector offers attractive long- term growth
opportunities, the Fund continues to hold a diversified list of financial
stocks. These include American International Group, Travelers, American Express
and several large banks.
CURRENT OUTLOOK
As noted above, the fears of an overheated economy leading the Federal Reserve
to tighten further have abated and the market has moved to new highs. The
recent market correction has probably placed the market on firmer footing. A
continuation of moderate growth with little inflation would provide an
environment conducive to further stock market gains. The most obvious threat to
this scenario would be unexpectedly strong growth leading to Fed tightening and
higher interest rates.
We appreciate the confidence you have placed in the Alliance Growth Fund and
look forward to reporting future investment results.
Sincerely,
John D. Carifa
Chairman and President
Tyler J. Smith
Portfolio Manager
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
2
INVESTMENT OBJECTIVE AND POLICIES ALLIANCE GROWTH FUND
_______________________________________________________________________________
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, 1997
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
. One Year +14.12% +9.28%
. Five Years +17.35% +16.34%
. Since Inception* +21.42% +20.64%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
. One Year +13.34% +9.34%
. Five Years +16.55% +16.55%
. Since Inception*(a) +19.79% +19.79%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
. One Year +13.33% +12.33%
. Since Inception* +14.64% +14.64%
The average annual total returns reflect reinvestment 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);
and for Class C shares (1% year 1). Returns for Class A shares do not reflect
the imposition of the 1 year 1% contingent deferred sales charge for accounts
over $1,000,000. Total return for Advisor Class shares will differ due to
different expenses associated with that class.
Past performance does not guarantee future results. Investment return and
principal value will fluctuate so that an investor's shares, when redeemed, may
be worth more or less than their original cost.
* Inception: 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.
3
TEN LARGEST HOLDINGS*
APRIL 30, 1997 (UNAUDITED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
WorldCom, Inc. $ 198,976,564 5.0%
Cisco Systems, Inc. 172,980,250 4.4
Intel Corp. 171,631,680 4.3
Travelers Group, Inc. 164,061,340 4.2
CUC International, Inc. 149,017,572 3.8
American International Group, Inc. 121,348,975 3.1
Merck & Co., Inc. 110,971,100 2.8
Loews Corp. 102,808,125 2.6
American Express Co. 98,015,412 2.5
3Com Corp. 89,398,200 2.3
$1,379,209,218 35.0%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED)
_______________________________________________________________________________
SHARES
--------------------------------
PURCHASES BOUGHT HOLDINGS 4/30/97
- --------------------------------------------------------------------------
American Express Co. 1,487,900 1,487,900
Cascade Communications Corp. 1,475,000 1,475,000
Ceridian Corp. 565,700 2,159,800
Chase Manhattan Corp. 336,000 833,952
CompUSA, Inc. 2,969,800 3,119,800
CUC International, Inc. 4,711,900 7,059,300
Halliburton Co. 452,700 452,700
Merck & Co., Inc. 361,000 1,226,200
Transocean Offshore, Inc. 350,000 350,000
Viacom, Inc. Cl.B 1,791,800 1,791,800
SALES SOLD HOLDINGS 4/30/97
- --------------------------------------------------------------------------
AirTouch Communications, Inc. 790,000 566,700
Altera Corp. 529,500 -0-
Dell Computer Corp. 100,000 -0-
Federal National Mortgage Assn. 442,000 281,200
General Instrument Corp. 735,000 286,300
Intel Corp. 450,000 1,175,600
ITT Corp. 333,200 390,600
Monsanto Co. 395,000 377,500
Oracle Systems Corp. 550,000 538,250
Texas Instruments, Inc. 521,700 150,000
* Adjusted for market value of call options written.
4
PORTFOLIO OF INVESTMENTS
APRIL 30, 1997 (UNAUDITED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-99.1%
TECHNOLOGY-33.7%
COMPUTER HARDWARE-0.5%
COMPAQ Computer Corp. (a)(b) 250,000 $ 21,343,750
COMPUTER PERIPHERALS-0.8%
Seagate Technology, Inc. (a)(b) 686,000 31,470,250
COMPUTER SOFTWARE & SERVICES-6.7%
Ceridian Corp. (a) 2,159,800 72,083,325
Electronic Data Systems Corp. (b) 988,000 32,974,500
Informix Corp. (a)(b) 715,000 5,228,438
Microsoft Corp. (a)(b) 428,000 52,002,000
Oracle Systems Corp. (a)(b) 538,250 21,395,438
Sterling Commerce, Inc. (a) 1,626,044 42,073,888
Sterling Software, Inc. 1,252,100 38,189,050
-------------
263,946,639
ELECTRONICS-9.9%
3Com Corp. (a)(b) 2,751,800 79,802,200
Applied Magnetics Corp. (a) 309,100 7,766,137
Cabletron Systems, Inc. (a) 915,300 31,577,850
Cisco Systems, Inc. (a)(b) 3,391,000 175,484,250
EMC Corp. (a)(b) 2,012,300 73,197,412
General Instrument Corp. (a) 286,300 6,692,263
Texas Instruments, Inc. (b) 150,000 13,387,500
------------
387,907,612
NETWORK SOFTWARE-1.3%
Cascade Communications Corp. (a)(b) 1,475,000 46,462,500
Fore Systems, Inc (a) 300,000 4,575,000
------------
51,037,500
OFFICE EQUIPMENT & SERVICES-0.8%
Xerox Corp. 513,400 31,574,100
PRINTING, PUBLISHING & BROADCASTING-0.1%
Cox Communications, Inc. Cl.A (a) 281,300 5,485,350
SEMI-CONDUCTORS & RELATED-5.5%
Cypress Semiconductor Corp. (a) 115,435 1,601,661
Intel Corp. (b) 1,175,600 180,013,750
Micron Technology, Inc. (b) 170,000 5,992,500
National Semiconductor Corp. (a)(b) 1,110,300 27,757,500
------------
215,365,411
TELECOMMUNICATIONS-8.1%
AirTouch Communications, Inc. (a) 566,700 14,450,850
Brooks Fiber Properties, Inc. (a) 316,700 6,888,225
Colt Telecom Group Plc (ADR) (a)(c) 509,900 9,114,462
Deutsche Telekom AG (ADR) (a)(d) 414,400 8,909,600
DSC Communications Corp. (a)(b) 1,367,400 27,860,775
Loral Space & Communications (a) 820,000 11,992,500
Millicom International Cellular, S.A. (a)(e) 312,800 14,232,400
Nextel Communications, Inc. Cl.A (a) 30,000 395,625
Teleport Communications Group, Inc. Cl.A (a) 458,300 13,061,550
U.S. West, Inc. (a) 95,000 1,638,750
United States Cellular Corp. (a) 363,500 9,087,500
WorldCom, Inc.
Common (a)(b) 7,106,696 170,560,704
8% Conv. pdf 343,000 28,640,500
--------------
316,833,441
--------------
1,324,964,053
5
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
FINANCIAL SERVICES-27.5%
BANKING&CREDIT-9.7%
American Express Co. 1,487,900 $ 98,015,412
Beneficial Corp. 91,500 5,856,000
Chase Manhattan Corp. 833,952 77,244,804
Dean Witter, Discover & Co. 603,400 23,080,050
First Chicago NBD Corp. 500,000 28,125,000
First Union Corp. 590,000 49,560,000
Household International, Inc. 115,600 10,172,800
MBNA Corp. 690,150 22,774,950
NationsBank Corp. 1,132,000 68,344,500
------------
385,173,516
INSURANCE-12.4%
20th Century Industries, Inc. 1,098,300 19,494,825
Acceptance Insurance Co. (a) 621,800 11,969,650
Allstate Corp. 449,410 29,436,355
American International Group, Inc. 944,350 121,348,975
ITT Hartford Group, Inc. 571,600 42,584,200
PennCorp. Financial Group, Inc. 472,900 16,255,938
PMI Group, Inc. 476,600 24,366,175
Progressive Corp. 637,100 48,499,237
TIG Holdings, Inc. 316,500 8,782,875
Travelers Group, Inc. 2,962,733 164,061,340
------------
486,799,570
MORTGAGEBANKING-0.3%
Federal National Mortgage Assn. 281,200 11,564,350
REAL ESTATE-5.1%
Bradley Real Estate, Inc. 207,982 3,977,656
CBL & Associates Properties, Inc. 229,000 5,410,125
Essex Property Trust 131,900 3,858,075
First Industrial Realty Trust, Inc. 147,000 4,336,500
Highwoods Properties, Inc. 459,200 14,292,600
JP Realty, Inc. 755,300 19,165,737
Koger Equity, Inc. 1,762,571 27,540,172
Macerich Co. 1,051,400 27,336,400
Manufactured Home Communities, Inc. 150,000 3,150,000
Oasis Residential, Inc. Cl.A 3,000 77,250
Prentiss Properties Trust 662,500 15,651,562
Simon DeBartolo Group, Inc. 276,500 7,914,813
Spieker Properties, Inc. 617,200 21,524,850
Storage USA, Inc. 383,700 14,436,713
Summit Properties, Inc. 771,700 15,241,075
Sun Communities, Inc. 520,000 16,640,000
--------------
200,553,528
--------------
1,082,090,964
CONSUMER NONCYCLICALS-16.4%
BEVERAGES-0.1%
Coca-Cola Femsa, S.A. (ADR) (f) 99,700 3,477,038
COMMERCIAL SERVICES-4.4%
ADT Ltd. (a) 895,000 24,500,625
CUC International, Inc. (a)(b) 7,059,300 149,127,712
------------
173,628,337
DIVERSIFIED-0.4%
Republic Industries, Inc. (a)(b) 635,000 15,755,938
DRUGS-5.9%
Abbott Laboratories 500,000 30,500,000
Astra AB, Series A (g) 330,000 13,503,384
Boston Scientific Corp. (a) 309,200 14,918,900
Gensia, Inc. pfd. (h) 68,500 1,198,750
Merck & Co., Inc. 1,226,200 110,971,100
Pfizer, Inc. 489,000 46,944,000
Schering-Plough Corp. 173,000 13,840,000
------------
231,876,134
HOSPITAL SUPPLIES & SERVICES-1.2%
Medtronic, Inc. 597,900 41,404,575
Quest Medical, Inc. (a) 265,225 1,591,350
St. Jude Medical, Inc. (a) 107,300 3,487,250
------------
46,483,175
6
ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
TOBACCO-4.4%
Loews Corp. 1,119,000 $102,808,125
Philip Morris Cos., Inc. 1,839,000 72,410,625
------------
175,218,750
------------
646,439,372
CONSUMER CYCLICALS-9.5%
AIRLINES-1.1%
AMR Corp. (a) 115,000 10,709,375
Continental Airlines, Inc. Cl.B (a) 21,000 666,750
Delta Air Lines, Inc. 148,000 13,634,500
Northwest Airlines Corp. Cl.A (a) 160,000 6,240,000
UAL Corp. (a) 136,900 10,181,938
------------
41,432,563
AUTO & RELATED-1.6%
AutoZone, Inc. (a) 2,322,200 56,893,900
RESTAURANTS & LODGING-1.0%
American General Hospitality Corp. 684,600 16,858,275
ITT Corp. (a) 390,600 23,143,050
------------
40,001,325
RETAILING-GENERAL-5.6%
CompUSA, Inc. (a)(b) 3,119,800 60,056,150
Home Depot, Inc. 845,000 49,010,000
Lowes Cos., Inc. 852,500 32,395,000
Sears Roebuck & Co. 1,018,500 48,888,000
Wal-Mart Stores, Inc. 1,085,000 30,651,250
------------
221,000,400
------------
359,328,188
BUSINESS SERVICES-6.2%
PRINTING, PUBLISHING & BROADCASTING-4.0%
Comcast Corp. Cl.A 526,500 8,292,375
TCI Group Series A 4,579,500 63,254,344
TCI Satellite Entertainment, Inc. Cl.A (a) 358,950 2,692,125
Tele-Communications, Inc.-
Liberty Media Group Cl.A (a) 1,107,462 20,834,129
Time Warner, Inc. 166,900 7,510,500
Viacom, Inc. Cl.B (a) 1,791,800 47,930,650
Westinghouse Electric Corp. 530,000 9,010,000
------------
159,524,123
RAILROADS-2.2%
Canadian Pacific, Ltd. (h) 1,430,000 34,856,250
Union Pacific Corp. 788,866 50,290,207
------------
85,146,457
------------
244,670,580
ENERGY-4.3%
OIL & GAS SERVICES-4.3%
Baker Hughes, Inc. 300,000 10,350,000
BJ Services Co. (a) 376,900 17,761,413
Gulf Canada Resources, Ltd. (a) 9,295,900 75,529,187
Halliburton Co. 452,700 31,971,937
Transocean Offshore, Inc. 350,000 21,218,750
Union Pacific Resources Group, Inc. 378,677 10,271,614
------------
167,102,901
CAPITAL GOODS-1.2%
ENVIRONMENTAL CONTROL-0.3%
WMX Technologies, Inc. 457,000 13,424,375
MACHINERY-0.8%
Mannesmann AG (ADR) (i) 82,000 32,247,574
------------
45,671,949
BASIC MATERIALS-0.4%
CHEMICALS-0.4%
Monsanto Co. 377,500 16,138,125
UTILITY-0.3%
TELEPHONE-0.3%
Telephone and Data Systems, Inc. 312,600 11,566,200
7
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
SHARES OR
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
DIVERSIFIED-0.0%
Hanson Plc,
warrants, expiring 12/30/97 378,787 $ 1,535
B warrants, expiring 12/30/97 (c) 33,527 131
---------------
1,666
Total Common Stocks & Other Investments
(cost $3,186,297,258) 3,897,973,998
LONG-TERM DEBT SECURITIES-1.1%
COMPUTER SOFTWARE & SERVICES-0.0%
Applied Magnetics Corp.
7.00%, 3/15/06 (b) $ 900 1,380,375
ELECTRONICS-1.1%
3Com Corp.
10.25%, 11/01/01 (j) 8,500 9,605,000
Altera Corp.
5.75%, 6/15/02 (j) 16,640 33,467,200
------------
43,072,200
Total Long-Term Debt Securities
(cost $34,300,192) 44,452,575
SHORT-TERM DEBT SECURITIES-1.1%
Student Loan Marketing Assn.
5.28%, 5/01/97
(amortized cost $43,500,000) 43,500 43,500,000
TOTAL INVESTMENTS-101.3%
(cost $3,264,097,450) 3,985,926,573
COMPANY CONTRACTS (K) VALUE
- --------------------------------------------------------------------------
OUTSTANDING CALL OPTIONS WRITTEN-(1.0%)
3Com Corp.
expiring May 1997
@ $49.25 (1,000) $ -0-
@ $56.25 (1,500) (9,000)
Applied Magnetics Corp.
expiring June 1997
@ $30.13 (1,500) (175,500)
Cascade Communications Corp.
expiring June 1997
@ $27.63 (1,500) (796,500)
expiring July 1997
@ $26.25 (2,000) (1,356,000)
@ $26.63 (1,500) (978,000)
@ $31.38 (1,000) (380,000)
Cisco Systems, Inc.
expiring May 1997
@ $58.50 (1,000) (96,000)
@ $63.75 (500) (3,000)
@ $64.50 (1,000) (10,000)
expiring June 1997
@ $50.25 (2,000) (922,000)
expiring July 1997
@ $47.88 (1,000) (742,000)
@ $48.13 (1,000) (731,000)
COMPAQ Computer Corp.
expiring July 1997
@ $72.00 (1,000) (1,567,000)
@ $77.00 (1,000) (1,260,000)
CompUSA, Inc.
expiring May 1997
@ $19.75 (1,000) (50,090)
@ $20.13 (1,000) (94,000)
@ $20.38 (1,000) (101,000)
@ $20.50 (1,000) (99,000)
expiring June 1997
@ $19.50 (2,000) (257,260)
@ $19.63 (1,000) (119,760)
@ $20.00 (1,500) (154,500)
@ $20.50 (2,000) (218,000)
8
ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY CONTRACTS (K) VALUE
- -------------------------------------------------------------------------------
expiring July 1997
@ $17.06 (3,000) $ (957,000)
@ $18.63 (1,500) (334,500)
CUC International, Inc.
expiring May 1997
@ $24.00 (1,000) (2,740)
@ $24.13 (2,000) (9,720)
@ $24.25 (1,000) (130)
@ $24.38 (1,000) (6,000)
@ $24.38 (2,000) (11,140)
@ $24.63 (1,000) (4,000)
expiring June 1997
@ $24.13 (1,500) (46,410)
@ $25.75 (1,500) (30,000)
DSC Communications Corp.
expiring June 1997
@ $18.75 (2,000) (485,780)
expiring July 1997
@ $20.00 (2,000) (548,000)
Electronic Data Systems Corp.
expiring July 1997
@ $33.13 (1,500) (459,000)
EMC Corp.
expiring June 1997
@ $36.25 (1,000) (226,000)
expiring June 1997
@ $36.50 (2,000) (470,000)
Informix Corp.
expiring May 1997
@ $18.00 (1,000) (6,000)
@ $18.50 (1,500) (19,500)
@ $20.25 (1,000) (13,000)
@ $20.88 (1,000) (6,000)
expiring June 1997
@ $17.13 (1,000) (6,000)
Intel Corp.
expiring May 1997
@ $145.13 (1,000) (1,064,730)
@ $150.13 (1,000) (674,340)
expiring June 1997
@ $143.38 (1,000) (1,473,000)
@ $144.75 (1,000) (1,289,000)
expiring July 1997
@ $138.13 (1,000) (1,869,000)
@ $147.50 (500) (685,000)
@ $148.25 (1,000) (1,327,000)
Micron Technology, Inc.
expiring July 1997
@ $38.50 (1,000) (228,000)
@ $40.75 (700) (104,538)
Microsoft Corp.
expiring May 1997
@ $99.50 (1,000) (2,270,000)
@ $101.25 (500) (1,018,000)
expiring June 1997
@ $98.88 (500) (1,186,500)
expiring July 1997
@ $95.75 (1,000) (2,557,400)
@ $97.63 (1,000) (2,578,090)
National Semiconductor Corp.
expiring June 1997
@ $30.00 (1,000) (90,000)
expiring July 1997
@ $27.50 (1,500) (168,000)
Oracle Systems Corp.
expiring June 1997
@ $40.00 (2,500) (593,750)
expiring July 1997
@ $37.00 (1,000) (486,000)
Republic Industries, Inc.
expiring June 1997
@ $33.13 (1,500) (69,000)
expiring July 1997
@ $24.38 (1,000) (321,000)
@ $26.88 (2,000) (432,000)
@ $29.50 (1,500) (181,500)
Seagate Technology, Inc.
expiring May 1997
@ $49.88 (1,000) (11,000)
expiring June 1997
@ $43.88 (1,000) (506,000)
9
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
COMPANY CONTRACTS (K) VALUE
- -------------------------------------------------------------------------
Texas Instruments, Inc.
expiring May 1997
@ $76.50 (500) $ (645,000)
expiring June 1997
@ $76.25 (1,000) (1,419,000)
WorldCom, Inc.
expiring May 1997
@ $25.00 (2,000) (44,000)
@ $25.25 (2,000) (14,740)
@ $26.50 (2,100) (63,000)
expiring June 1997
@ $26.38 (2,100) (102,900)
Total Outstanding Call Options Written
(premiums received $37,591,114) $ (37,232,018)
TOTAL INVESTMENTS NET OF OUTSTANDING CALL
OPTIONS WRITTEN-100.3%
(cost $3,226,506,336) 3,948,694,555
Other assets less liabilities-(0.3%) (12,941,439)
NET ASSETS-100% $3,935,753,116
(a) Non-income producing security.
(b) Security on which options are written (shares subject to call have an
aggregate market value of $391,538,125).
(c) Country of origin--United Kingdom.
(d) Country of origin--Germany.
(e) Country of origin--Luxembourg.
(f) Country of origin--Mexico.
(g) Swedish holding.
(h) Country of origin--Canada.
(i) Country of origin--Sweden.
(j) 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, 1997,
these securities amounted to $44,270,950 or 1.12% of net assets.
(k) One contract relates to 100 shares.
(l) British holding.
Glossary:
ADR - American depository receipt.
See notes to financial statements.
10
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1997 (UNAUDITED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $3,264,097,450) $3,985,926,573
Cash 31,477
Receivable for shares of beneficial interest sold 8,070,646
Receivable for investment securities sold 1,209,224
Dividends and interest receivable 2,450,105
Total assets 3,997,688,025
LIABILITIES
Outstanding call options written, at value
(premiums received $37,591,114) 37,232,018
Payable for investment securities purchased 17,740,350
Payable for shares of beneficial interest redeemed 3,552,887
Advisory fee payable 2,326,724
Distribution fee payable 731,198
Accrued expenses 351,732
Total liabilities 61,934,909
NET ASSETS $3,935,753,116
COMPOSITION OF NET ASSETS
Shares of beneficial interest, at par $ 1,290
Additional paid-in capital 3,143,586,227
Accumulated net investment loss (11,869,738)
Accumulated net realized gain on investments 81,892,063
Net unrealized appreciation of investments, options and
foreign currency denominated assets and liabilities 722,143,274
$3,935,753,116
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share ($579,580,142/
16,197,312 shares of beneficial interest issued and outstanding) $35.78
Sales charge--4.25% of public offering price 1.59
Maximum offering price $37.37
CLASS B SHARES
Net asset value and offering price per share ($2,829,994,139/
95,386,278 shares of beneficial interest issued and outstanding) $29.67
CLASS C SHARES
Net asset value and offering price per share ($472,103,582/
15,906,447 shares of beneficial interest issued and outstanding) $29.68
ADVISOR CLASS SHARES
Net asset value, redemption and offering price per share($54,075,253
/1,508,778 shares of beneficial interest issued and outstanding) $35.84
See notes to financial statements.
11
STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1997 (UNAUDITED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $103,036) $19,060,990
Interest 3,644,248
$ 22,705,238
EXPENSES
Advisory fee 14,091,673
Distribution fee - Class A 847,202
Distribution fee - Class B 13,657,727
Distribution fee - Class C 2,247,611
Transfer agency 2,727,180
Printing 414,696
Registration 213,713
Custodian 189,331
Audit and legal 59,892
Trustees' fees 13,000
Miscellaneous 26,041
Total expenses 34,488,066
Net investment loss (11,782,828)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY
Net realized gain on investment transactions 88,433,900
Net realized gain on options transactions 6,416,975
Net realized loss on foreign currency transactions (55,534)
Net change in unrealized appreciation of investments 80,060,362
Net change in unrealized depreciation of options 6,793,346
Net change in unrealized appreciation of foreign
currency denominated assets and liabilities (10,088)
Net gain on investments 181,638,961
NET INCREASE IN NET ASSETS FROM OPERATIONS $169,856,133
See notes to financial statements.
12
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE GROWTH FUND
_______________________________________________________________________________
SIX MONTHS ENDED YEAR ENDED
APRIL 30, 1997 OCTOBER 31,
(UNAUDITED) 1996
---------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS
Net investment loss $ (11,782,828) $ (12,013,832)
Net realized gain on investments, options,
and foreign currency transactions 94,795,341 126,231,737
Net change in unrealized appreciation
(depreciation) of investments, options,
and foreign currency denominated assets
and liabilities 86,843,620 396,127,869
Net increase in net assets from operations 169,856,133 510,345,774
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income
Class A -0- (1,878,354)
Net realized gain on investments
Class A (14,927,840) (6,274,504)
Class B (89,311,288) (39,764,242)
Class C (14,500,115) (6,015,295)
Advisor Class (20,469) -0-
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Net increase 482,676,986 931,724,109
Total increase 533,773,407 1,388,137,488
NET ASSETS
Beginning of year 3,401,979,709 2,013,842,221
End of period $3,935,753,116 $3,401,979,709
See notes to financial statements.
13
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997 (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,
Class C and Advisor Class shares. Class A shares are sold with a front-end
sales charge of up to 4.25% for purchases not exceeding $1,000,000. With
respect to purchases of $1,000,000 or more, Class A shares redeemed within one
year of purchase will be subject to a contingent deferred sales charge of 1%.
Class B shares are 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 purchased on or after July 1, 1996 are subject to a
contingent deferred sales charge of 1% on redemptions made within the first
year after purchase. Advisor Class shares are sold without any initial or
contingent deferred sales charge and are not subject to ongoing distribution
expenses. Advisor Class shares are offered to investors participating in
certain fee-based programs and retirement plans. All four classes of shares
have identical voting, dividend, liquidation and other rights, except that each
class bears different distribution expenses and has exclusive voting rights
with respect to its distribution plan. The following is a summary of
significant accounting policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at the
last sales price or, if no sale occurred, at the mean of the bid and asked
price at the regular close of such 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 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 loss on foreign currency transactions 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 denominated assets and liabilities.
3. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if applicable, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the date securities are
purchased or sold. Investment gains and losses are determined on the identified
cost basis. The Fund accretes discounts and amortizes premiums as adjustments
to interest income.
14
ALLIANCE GROWTH FUND
_______________________________________________________________________________
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.
For federal income tax purposes, the Fund's distributions of income and capital
gains are subject to recharacterization, which may include a tax return of
capital, at the end of the year to reflect the final investment results for
that year.
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 Fund's
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
Capital Management L.P. (the "Adviser") an advisory fee at an annual rate of
.75% of the Fund's average daily net assets. Such fee is accrued daily and paid
monthly.
The Fund has a Transfer Agency 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 $2,005,736 for the six months ended April 30, 1997.
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 $111,711 from the sale of Class A shares and
$2,016,627, $1,925, and $44,414 in contingent deferred sales charges imposed
upon redemptions by shareholders of Class A, Class B and Class C shares,
respectively, for the six months ended April 30, 1997.
Brokerage commissions paid on securities transactions for the six months ended
April 30, 1997 amounted to $1,749,459, none of which was paid to Donaldson,
Lufkin & Jenrette Securities Corp. ("DLJ"), an affiliate of the Adviser.
Accrued expenses includes an amount owed to two of the trustees, under a
deferred compensation plan, of $90,988.
NOTE C: DISTRIBUTION PLANS
The Trust has adopted a Plan for each class of shares of the Fund, except the
Advisor Class, pursuant to Rule 12b-1 under the Investment Company Act of 1940
(each a "Plan" and collectively the "Plans"). Under the Plans, the Fund pays a
distribution fee to the Distributor at an annual rate of up to .50% of the
Fund's average daily net assets attributable to the Class A shares and 1% of
the average daily net assets attributable to each of Class B and Class C
shares. The Trustees currently limit payments under the Class A plan to .30% of
the Fund's average daily net assets attributable to Class A shares. The Plans
provide that the Distributor will use such payments in their entirety for
distribution assistance and promotional activities.
The Fund is not obligated under the Plans to pay any distribution services fee
in excess of the amounts set forth above. The purpose of the payments to the
Distributor under the Plan is to compensate the Distributor for its
distribution services with respect to the sale of the Fund's shares. Since the
Distributor's compensation is not directly tied to its expenses, the amount of
compensation received by it under the Plan during any year may be more or less
than its actual expenses. For this reason, the Plan is characterized by the
staff of the Commission as being of the "compensation" variety.
15
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
In the event that a Plan is terminated or not continued, (i) no distribution
services fees (other than current amounts accrued but not yet paid) would be
owed by the Fund to AFD with respect to the relevant class and (ii) the Fund
would not be obligated to pay AFD for any amounts expended by AFD not
previously recovered by AFD from distribution services fees in respect of
shares of such class or, in the case of Class B shares, recovered through
deferred sales charges.
The Plans also provides that the Adviser may use its own resources to finance
the distribution of the Fund's shares.
NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments
and U.S. government securities) aggregated $1,168,781,711 and $673,271,265,
respectively, for the six months ended April 30, 1997. There were no purchases
and sales of $16,729,637 of U.S. government and government agency obligations
for the six months ended April 30, 1997.
At April 30, 1997, the cost of securities for federal income tax purposes was
$3,279,755,479. Accordingly gross unrealized appreciation of investments was
$923,269,497 and gross unrealized depreciation of investments was $217,098,403
resulting in net unrealized appreciation of $706,171,094.
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 the premium and a 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, 1997 were as
follows:
NUMBER OF
CONTRACTS PREMIUMS
---------- -------------
Options outstanding at beginning of year 87,800 $ 36,773,825
Options written 230,250 90,907,214
Options terminated in closing purchase transactions (76,350) (35,861,800)
Options expired (101,750) (34,537,300)
Options exercised (45,550) (19,690,825)
Options outstanding at April 30, 1997 94,400 $ 37,591,114
16
ALLIANCE GROWTH FUND
_______________________________________________________________________________
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.
At April 30, 1997, the Fund had no outstanding forward exchange currency
contracts.
NOTE E: SHARES OF BENEFICIAL INTEREST
There is an unlimited number of $0.00001 par value shares of beneficial
interest authorized divided into four classes, designated Class A, Class B,
Class C and Advisor Class shares. Transactions in shares of beneficial interest
were as follows:
SHARES AMOUNT
--------------------------- ------------------------------
SIX MONTHS ENDED YEAR ENDED SIX MONTHS ENDED YEAR ENDED
APRIL 30,1997 OCTOBER 31, APRIL 30,1997 OCTOBER 31,
(UNAUDITED) 1996 (UNAUDITED) 1996
------------ ------------ -------------- --------------
Shares sold 4,138,028 8,865,553 $ 150,417,038 $ 280,673,093
Shares issued in
reinvestment of
dividends and
distributions 358,874 238,657 12,700,640 7,133,447
Shares converted
from Class B 575,679 1,013,764 20,763,780 32,613,812
Shares redeemed (3,182,856) (5,484,207) (116,144,497) (173,773,360)
Net increase 1,889,725 4,633,767 $ 67,736,961 $ 146,646,992
CLASS B
Shares sold 13,959,906 33,339,591 $ 423,072,808 $ 887,177,634
Shares issued in
reinvestment of
distributions 2,307,271 1,182,878 67,879,980 29,773,038
Shares converted
to Class A (692,576) (1,208,740) (20,763,780) (32,613,812)
Shares redeemed (5,712,945) (8,398,216) (172,562,486) (224,298,136)
Net increase 9,861,656 24,915,513 $ 297,626,522 $ 660,038,724
CLASS C
Shares sold 3,207,248 6,734,641 $ 97,082,659 $ 179,622,559
Shares issued in
reinvestment of
distributions 277,989 125,326 8,181,204 3,155,709
Shares redeemed (1,385,296) (2,196,703) (41,696,677) (58,679,911)
Net increase 2,099,941 4,663,264 $ 63,567,186 $ 124,098,357
17
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
SHARES AMOUNT
---------------------------- ------------------------------
SIX MONTHS ENDED OCTOBER 2, SIX MONTHS ENDED OCTOBER 2,
APRIL 30,1997 1996(A) TO APRIL 30,1997 1996(A) TO
(UNAUDITED) OCT. 31,1996 (UNAUDITED) OCT. 31,1996
------------- ------------ -------------- --------------
ADVISOR CLASS
Shares sold 1,543,936 27,111 $55,965,169 $940,036
Shares issued in
reinvestment of
distributions 570 -0- 20,184 -0-
Shares redeemed (62,839) -0- (2,239,036) -0-
Net increase 1,481,667 27,111 $53,746,317 $940,036
(a) Commencement of distribution.
18
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 OCTOBER 31, TO YEAR ENDED APRIL 30,
1997 -------------------- OCTOBER 31, ------------------------------------
(UNAUDITED) 1996 1995 1994(A) 1994 1993(B) 1992
------------- --------- --------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $34.91 $29.48 $25.08 $23.89 $22.67 $20.31 $17.94
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.01)(c) .05 .12 .09 (.01)(d) .05(d) .29(d)
Net realized and unrealized gain on
investments 1.91 6.20 4.80 1.10 3.55 3.68 3.95
Net increase in net asset value from
operations 1.90 6.25 4.92 1.19 3.54 3.73 4.24
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- (.19) (.11) -0- -0- (.14) (.26)
Distributions from net realized gains (1.03) (.63) (.41) -0- (2.32) (1.23) (1.61)
Total dividends and distributions (1.03) (.82) (.52) -0- (2.32) (1.37) (1.87)
Net asset value, end of period $35.78 $34.91 $29.48 $25.08 $23.89 $22.67 $20.31
TOTAL RETURN
Total investment return based on net
asset value (e) 5.46% 21.65% 20.18% 4.98% 15.66% 18.89% 23.61%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted) $579,580 $499,459 $285,161 $167,800 $102,406 $13,889 $8,228
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.24%(f) 1.30% 1.35% 1.35%(f) 1.40% 1.40% 1.40%
Expenses, before waivers/reimbursements 1.24%(f) 1.30% 1.35% 1.35%(f) 1.46% 1.84% 1.94%
Net investment income (loss) (.03)%(f) .15% .56% .86%(f) .32% .20% 1.44%
Portfolio turnover rate 19% 46% 61% 24% 87% 124% 137%
Average commission rate (g) $.0537 $.0584 -- -- -- -- --
</TABLE>
See footnote summary on page 22.
19
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS B
---------------------------------------------------------------------------------------------------
SIX MONTHS
ENDED MAY 1,1994
APRIL 30, YEAR ENDED OCTOBER 31, TO YEAR ENDED APRIL 30,
1997 -------------------------- OCTOBER 31, ----------------------------------------
(UNAUDITED) 1996 1995 1994(A) 1994 1993(B) 1992
--------------- ------------ ------------ ------------ --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $29.21 $24.78 $21.21 $20.27 $19.68 $18.16 $16.88
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.11)(c) (.12) (.02) .01 (.07)(c)(d) (.06)(d) .17(d)
Net realized and unrealized gain
on investments 1.60 5.18 4.01 .93 2.98 3.23 3.67
Net increase in net asset value
from operations 1.49 5.06 3.99 .94 2.91 3.17 3.84
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment
income -0- -0- (.01) -0- -0- (.03) (.21)
Distributions from net realized
gains (1.03) (.63) (.41) -0- (2.32) (1.62) (2.35)
Total dividends and distributions (1.03) (.63) (.42) -0- (2.32) (1.65) (2.56)
Net asset value, end of period $29.67 $29.21 $24.78 $21.21 $20.27 $19.68 $18.16
TOTAL RETURN
Total investment return based
on net asset value (e) 5.12% 20.82% 19.33% 4.64% 14.79% 18.16% 22.75%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $2,829,994 $2,498,097 $1,502,020 $751,521 $394,227 $56,704 $37,845
Ratios to average net assets of:
Expenses, net of waivers/
reimbursements 1.94%(f) 1.99% 2.05% 2.05%(f) 2.10% 2.15% 2.15%
Expenses, before waivers/
reimbursements 1.94%(f) 1.99% 2.05% 2.05%(f) 2.13% 2.52% 2.65%
Net investment income (loss) (.74)%(f) (.54)% (.15)% .16%(f) (.36)% (.53)% .78%
Portfolio turnover rate 19% 46% 61% 24% 87% 124% 137%
Average commission rate (g) $.0537 $.0584 -- -- -- -- --
</TABLE>
20
See footnote summary on page 22.
ALLIANCE GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------------------
SIX MONTHS MAY 1,1994 AUGUST 2,
ENDED YEAR ENDED OCTOBER 31, TO 1993(H) TO
APRIL 30,1997 ---------------------- OCTOBER 31, APRIL 30,
(UNAUDITED) 1996 1995 1994(A) 1994
------------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $29.22 $24.79 $21.22 $20.28 $21.47
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (.11)(c) (.12) (.03) .01 (.02)(d)
Net realized and unrealized gain on investments 1.60 5.18 4.02 .93 1.15
Net increase in net asset value from operations 1.49 5.06 3.99 .94 1.13
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income -0- -0- (.01) -0- -0-
Distributions from net realized gains (1.03) (.63) (.41) -0- (2.32)
Total dividends and distributions (1.03) (.63) (.42) -0- (2.32)
Net asset value, end of period $29.68 $29.22 $24.79 $21.22 $20.28
TOTAL RETURN
Total investment return based on net
asset value (e) 5.11% 20.81% 19.32% 4.64% 5.27%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $472,104 $403,478 $226,662 $114,455 $64,030
Ratios to average net assets of:
Expenses, net of waivers/reimbursements 1.94%(f) 2.00% 2.05% 2.05%(f) 2.10%(f)
Expenses, before waivers/reimbursements 1.94%(f) 2.00% 2.05% 2.05%(f) 2.13%(f)
Net investment income (loss) (.73)%(f) (.55)% (.15)% .16%(f) (.31)%(f)
Portfolio turnover rate 19% 46% 61% 24% 87%
Average commission rate (g) $.0537 $.0584 -- -- --
</TABLE>
See footnote summary on page 22.
21
FINANCIAL HIGHLIGHTS (CONTINUED) ALLIANCE GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH
PERIOD
ADVISOR CLASS
--------------------------
SIX MONTHS OCTOBER 2,
ENDED 1996(H) TO
APRIL 30,1997 OCTOBER 31,
(UNAUDITED) 1996
------------- -----------
Net asset value, beginning of period $34.91 $34.14
INCOME FROM INVESTMENT OPERATIONS
Net investment income (c) .02 -0-
Net realized and unrealized gain on investments 1.94 .77
Net increase in net asset value from operations 1.96 .77
LESS: DISTRIBUTIONS
Distributions from net realized gains (1.03) -0-
Total distributions (1.03) -0-
Net asset value, end of period $35.84 $34.91
TOTAL RETURN
Total investment return based on net asset value (e) 5.64% 2.26%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $54,075 $946
Ratios to average net assets of:
Expenses, net of waivers/reimbursements (f) .99% 1.26%
Expenses, before waivers/reimbursements (f) .99% 1.26%
Net investment income (f) .11% .50%
Portfolio turnover rate 19% 46%
Average commission rate $.0537 $.0584
(a) The Fund changed its fiscal year end from April 30 to October 31.
(b) 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.
(c) Based on average shares outstanding.
(d) Net of fee waived and expenses reimbursed by the Adviser.
(e) 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.
(f) Annualized.
(g) 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.
(h) Commencement of distribution.
22
ALLIANCE GROWTH FUND
_______________________________________________________________________________
TRUSTEES
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
RICHARD W. COUPER (1)
WILLIAM H. FOULK, JR. (1)
BRENTON W. HARRIES (1)
DONALD J. ROBINSON (1)
OFFICERS
BRUCE CALVERT, VICE PRESIDENT
KATHLEEN A. CORBET, VICE PRESIDENT
WAYNE D. LYSKI, VICE PRESIDENT
EDMUND P. BERGAN, JR., CLERK
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER & CHIEF ACCOUNTING 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.
23
ALLIANCE GROWTH FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
ALLIANCE CAPITAL
THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS
OF THE FUND.
R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER,
ALLIANCE CAPITAL MANAGEMENT L.P.
GFSR
