[DESCRIPTION]Report of 10f-3 Transactions
Securities Purchased in Underwritings Involving
Transactions with Donaldson, Lufkin, & Jenrette Securities Corporation
Subject to Rule 10f-3 Under the Investment Company Act of 1940
Alliance Growth Fund
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10f-3 TRANSACTIONS FOR THE PERIOD NOVEMBER 1, 1999 THROUGH APRIL 30, 2000
<CAPTION>
Total % of
Shares Shares Offering Shares
Date Shares % of FundPrice perPurchased bOffered PurchasedPurchased Held
Security* PurchasedPurchasedAssets Share Fund Group (000) By Group(From 04/30/00
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United Parcel Service 11/10/99 581,600 0.00% $50.00 1,736,100 109,400 1.59% Morgan Stanley 0
Metlife, Inc. 04/04/00 1,600,0000.00% $14.25 4,735,000 202,000 2.34% Goldman Sachs 0
AT&T Wireless Group 04/26/00 6,033,8000.00% $29.50 42,949,000 306,000 14.04% Merrill Lynch 6,033,800
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* Unless otherwise indicated, the securities were part of an issue registered
under the Securities Act of 1933 and offered to the public.
**Indicates the puchase of an Eligible Rule 144A Security.
1) Purchases by all Alliance Funds, including the Fund, may not exceed: (a) if
purchased in an offering other than an Eligible Rule 144A Offering, 25% of the
principal amount of the offering of such class; or (b) if purchased in an
Eligible Rule 144A Offering, 25% of the total of (i) the principal amount
of the offering of such class sold by underwriters or members of the
selling syndicate to qualified institutional buyers, plus (ii) the principal
amount of the offering of such class in any concurrent public offering.
