SPAIN FUND INC
N-30D, 1995-08-02
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The SPAIN Fund

Semi-Annual Report
May 31, 1995

Alliance
Mutual funds without the Mystery.

(cover)


LETTER TO SHAREHOLDERS                                           THE SPAIN FUND
- -------------------------------------------------------------------------------
July 17, 1995


Dear Shareholder:

Over the quarter under review, investors' attention has been focused on 
political events.
The continuing difficulties of the socialist-led coalition were compounded by 
the municipal election results of the 28th of May. Overall, the right-wing 
Partido Popular scored an impressive victory, winning 10 out of 13 Autonomous 
Community contests and making significant gains in municipal contests. The 
overall share of the vote for the Partido Popular in the municipal election 
rose to 35.2%-up from 25.1% in the last comparable election in 1991-whereas the 
socialists' share of the vote fell to 30.8% from 38.4% over the same period.

If these results were to be repeated at a general election, the Partido Popular 
would have an overall majority and Spain would enjoy its first right-wing 
administration since democracy was re-introduced following the death of Franco.

The crucial question remains, however, as to when the election will be held.
The poor showing of the socialists' coalition partner, the Catalan CIU party, 
demonstrated that their support is costing them votes and consequently they 
have extended their partnership until only the end of 1996.

Logistically the latest any general election may be held is mid 1997, however, 
we are now more optimistic that the first half of 1996 appears to be the more 
probable date as the CIU will find it hard to support the budget for that year 
amid growing discontent among the electorate with the socialist administration.

Any significant shift in government to the right will prove highly stimulative 
for the stock market. Investors have become increasingly concerned about the 
government's inability to curb public spending and about revelations of 
corruption in government circles, and should respond positively to a new 
pro-market administration.

SPANISH ECONOMY
Fundamentally the slow but steady Spanish economic recovery remains intact. 
Gross domestic product growth is expected at around 3% for the current year, 
led upwards by exports and investment spending. The renewed competitiveness of 
the Spanish peseta following the devaluations of the past two years suggests 
that this pattern of growth should continue along with a strong growth in 
tourist receipts during the summer.

However, the cheapness of the peseta does aggravate inflationary pressures and 
the government's original price target for 1995 will not be met. We would 
currently estimate a yearly rate of between 4.5% and 5.0%.

Industrial prices, however, are moving up quickly and there must be some 
concern as to a prolonged cyclical upturn in Spanish inflation. Without a 
significant reduction in government spending and a further liberalization of 
the labor market, a return to the rates of inflation seen in the 1980s will be 
a concern. This threat is all the more dangerous if the current administration 
pursues an expansionary budget path in the hope of regaining votes lost to 
their political opponents.

EARNINGS GROWTH FORECAST
Despite the relatively strong recent performance of the stock market in 
anticipation of an earlier than expected change in government, the Spanish 
equity market still appears undervalued relative to other world markets. At an 
historic price to cash-flow multiple of less than 5x, Spain compares favorably 
with the U.S. at 9.6x, the United Kingdom at 9.3x and Japan at 9.9x. At the 
same time, profits growth in 1995 and 1996 should remain relatively strong with 
the average of analysts' forecasts predicting a 21% growth in earnings over the 
next twelve months. This combination of growth and value-and the potential 
catalyst of a new pro-business government-should ensure a return of the strong 
relative long-term performance of the Spanish equity market.

We have continued to pursue the strategy of focusing on growth stocks for your 
Fund. We remain relatively underweighted in both the financial and utility 
segments of the market and focused on industrial segments where we see strong 
relative long-term earnings growth. 

In this regard we have been net buyers of Viscofan, the sausage casings 
manufacturer; Corporacion Alba, the diversified financial, retail and media 
conglomerate; and Zardoya Otis, the lift maintenance company, all of which we 
regard as displaying long-term growth characteristics.

1


                                                                 THE SPAIN FUND
- -------------------------------------------------------------------------------
We also look forward to the resuscitation of the government's privatization 
program. The recent successful launch of a further tranche of Repsol and the 
paper company Ence, as well as the intended further issues of Telefonica and 
Argentaria, should help breathe further life into the stock market.

INVESTMENT RESULTS
For the six months ended May 31, 1995, The Spain Fund had a total return of 
+4.02% on a net asset value basis. This compares with a total return of +6.7% 
for the benchmark Madrid General Index over the same period with net dividends 
reinvested.

Overall we continue to regard Spain as a rewarding place for investors. We 
appreciate your continued interest in The Spain Fund and look forward to 
updating you on its investment progress in the coming months.

Sincerely,


Dave H. Williams
Chairman and President

Mark H. Breedon
Vice President and Portfolio Manager

2

TEN LARGEST EQUITY HOLDINGS
MAY 31, 1995 (UNAUDITED)                                         THE SPAIN FUND
- -------------------------------------------------------------------------------

COMPANY                                       U.S.$VALUE  PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Compania Telefonica Nacional de Espana,S.A.    $7,177,570            6.9%
Repsol, S.A.                                    6,010,975            5.8
Centros Comerciales Continente, S.A.            5,246,981            5.0
Endesa                                          5,213,435            5.0
Argentaria Corporacion Bancaria de Espana,S.A.  5,080,662            4.9
Corporacion Financiera Alba, S.A.               4,503,825            4.3
Banco Bilbao Vizcaya                            4,267,840            4.1
Banco Intercontinental                          4,219,786            4.1
Iberdrola I, S.A.                               4,127,331            4.0
Corporacion Mapfre, S.A.                        3,968,235            3.8
                                              $49,816,640           47.9%

3


PORTFOLIO OF INVESTMENTS
MAY 31, 1995 (UNAUDITED)                                         THE SPAIN FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES    U.S. $ VALUE
- ----------------------------------------------------------------------------
COMMON STOCKS AND OTHER INVESTMENTS-98.1%
FINANCIAL SERVICES-28.5%
BANKING-20.2%
Argentaria Corporacion
  Bancaria de Espana, S.A.(a)                        144,593     $5,080,662
Banco Bilbao Vizcaya(a)(b)                           147,500      4,267,840
Banco Central Hispanoamericano, S.A.                 100,000      2,285,377
Banco de Andalucia                                     6,400        825,348
Banco de Castilla                                      1,500        647,660
Banco de Galicia                                       4,000        359,131
Banco de Santander, S.A.                              43,428      1,641,159
Banco de Vasconia*                                     6,200        214,311
Banco Intercontinental                                47,000      4,219,786
Banco Popular Espanol, S.A.                           10,000      1,497,738
                                                                 21,039,012

INSURANCE-4.2%
Corporacion Mapfre, S.A.                              83,969      3,968,235
  new shares*                                          5,658        260,922
Mapfre Vida de Seguros, S.A.                           3,324        156,273
                                                                  4,385,430

REAL ESTATE-4.1%
Estacionameintos Subterraneos, S.A.                   82,500      1,400,610
Filo, S.A.                                           395,000      2,740,412
                                                                  4,141,022
                                                                 29,565,464

UTILITIES-25.7%
ELECTRIC & GAS-18.8%
Electricas Reunidas de Zaragoza S.A.                 131,562      2,791,925
Endesa                                               109,000      5,213,435
Fuerzas Elecricidad de Cataulana, S.A. Series A       89,000        507,770
Gas Natural, S.A.                                     35,000      3,853,717
Gas Y Electricidad, S.A.                              32,000      1,538,385
Iberdrola I, S.A.                                    589,362      4,127,331
COMPANY                                               SHARES   U.S. $ VALUE
Sevillana de Electricidad                            265,000     $1,505,411
                                                                 19,537,974

TELEPHONE-6.9%
Compania Telefonica Nacional de Espana, S.A.(a)      546,200      7,177,570
                                                                 26,715,544

CAPITAL GOODS-8.8%
ENGINEERING & CONSTRUCTION-7.7%
Compania Levantiade Obras Publicas                    20,000        285,672
Cubiertas Y Mzov, S.A.                                30,000      2,118,055
Dragados & Construcciones, S.A.                      175,000      2,685,318
Fomento de Construcciones Y Contratas, S.A.           29,158      2,915,370
                                                                  8,004,415

MACHINERY-1.1%
Zardoya Otis S.A.                                     10,000      1,134,527
                                                                  9,138,942

CONSUMER SERVICES-8.6%  
ENTERTAINMENT & LEISURE TIME-0.1%
Grand Tibidabo, S.A.*                                132,660         54,139
PRINTING & PUBLISHING-3.5%
Grupo Anaya*                                          16,801        429,905
Midesa*                                              128,654      1,443,863
Unidad Editorial, S.A Series A*(c)                 1,511,470      1,760,572
                                                                  3,634,340

OTHER-5.0%
Centros Comerciales Continente, S.A.*(a)             215,000      5,246,981
                                                                  8,935,460

CONSUMER STAPLES-7.0%
FOOD-5.0%
El Aguila, S.A.*                                     175,000      1,396,937


4


                                                                 THE SPAIN FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES    U.S. $ VALUE
- -------------------------------------------------------------------------------
Natra, S.A.(d)                                        70,134     $  658,304
Pascual Hermanos, S.A.*                              281,691        528,811
Viscofan Envolturas Celulosicas                      180,000      2,740,004
                                                                  5,324,056

TOBACCO-2.0%
Tabacalera, S.A. Series A                             60,899      2,075,231
                                                                  7,399,287

ENERGY-5.8%
Repsol, S.A.(a)                                      185,973      6,010,975

CONSUMER MANUFACTURING-4.4%
BUILDING & RELATED-4.4%
Portland Valderrivas, S.A.                            19,590      1,565,370
Uralita, S.A.*                                       247,150      2,965,363
                                                                  4,530,733

MULTI INDUSTRY-4.3%
Corporacion Financiera Alba, S.A.                     89,000      4,503,825

HEALTH CARE-2.0%
Fabrica Espanola de Products Quimicos
  y Farmaceuticos                                     27,000        780,130
Indo Internacional, S.A.                              19,119        717,832
Prim, S.A.*                                           92,026        653,476
                                                                  2,151,438

BASIC INDUSTRIES-1.4%
MINING & METALS-1.4%
Acerinox, S.A.                                         7,500        906,600
 

                                                     SHARES,
                                                    PRINCIPAL
                                                   OR CURRENCY
                                                      AMOUNT
COMPANY                                                (000)    U.S. $ VALUE
- ----------------------------------------------------------------------------
OTHER-0.0%
Cristaleria Espanola S.A.                              9,000   $    506,128
                                                                  1,412,728

OTHER INVESTMENTS-1.6%
Asesores Bursatiles
Capital Fund N.V.*(c)                                     25        693,748
Asesores Bursatiles Capital Fund N.V.II*(c)               25        917,280
                                                                  1,611,028
Total Common Stocks and Other Investments
  (cost $96,849,771)                                            101,975,424

CONVERTIBLE BOND-0.3%
El Aguila, S.A.
  10.00%, 12/02/97(d)
  (cost $338,524)                                ESP   3,833        317,545

TIME DEPOSIT-0.2%
Dresdner Bank
  5.96875%, 6/02/95
  (cost $200,000)                                US$     200        200,000

CURRENCY CALL ACCOUNT-2.1%
Spanish Pesetas
  (cost $2,164,964)                              ESP 265,234      2,164,847

TOTAL INVESTMENTS-100.7%
  (cost $99,553,259)                                            104,657,816
Other assets less liabilities-(0.7%)                               (731,633)
NET ASSETS-100%                                                $103,926,183


*    Non-income producing security.
(a)  Securities (with an aggregate market value of $27,784,028) segregated to 
collaterize a forward exchange currency contract.
(b)  Security represents an affiliated investment.
(c)  Restricted security, valued at fair value (see Notes A & F).
(d)  Illiquid security, valued at fair value (see Note A).

     Glossary:
     ESP - Spanish Pesetas.
     See notes to financial statements.

5


STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995 (UNAUDITED)                                         THE SPAIN FUND
- -------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $99,553,259)          $104,657,816
  Receivable for investment securities sold                          1,037,409
  Foreign taxes receivable                                             382,839
  Dividends and interest receivable                                     81,182
  Other assets                                                          21,732
  Total assets                                                     106,180,978

LIABILITIES
  Payable for investment securities purchased                          939,465
  Unrealized depreciation of forward exchange currency contract        867,382
  Management fee payable                                                96,965
  Accrued expenses                                                     350,983
  Total liabilities                                                  2,254,795

NET ASSETS (equivalent to $10.36 per share, based on 10,026,746 
  shares outstanding)                                             $103,926,183

COMPOSITION OF NET ASSETS
  Capital stock, at par                                               $100,267
  Additional paid-in capital                                       106,918,079
  Undistributed net investment income                                  338,409
  Accumulated net realized loss on investments and 
    foreign currency transactions                                   (7,671,616)
  Net unrealized appreciation of investments and 
    foreign currency denominated assets and liabilities              4,241,044
                                                                  $103,926,183

NET ASSET VALUE PER SHARE                                               $10.36


See notes to financial statements.

6


STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1995 (UNAUDITED)                        THE SPAIN FUND
- -------------------------------------------------------------------------------

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $214,250) $1,160,095 
  Interest                                                 123,016  $1,283,111
    
EXPENSES
  Management fee                                           508,184 
  Custodian                                                209,647 
  Transfer agency                                           73,023 
  Directors' fees and expenses                              55,213 
  Audit and legal                                           48,430 
  Printing                                                  14,563 
  Miscellaneous                                             35,642 
  Total expenses                                                       944,702
  Net investment income                                                338,409
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investment transactions                      (1,258,125)
  Net realized gain on foreign currency transactions                   834,483
  Net change in unrealized appreciation of investments               5,548,770
  Net change in unrealized appreciation of foreign currency
    denominated assets and liabilities                              (1,423,240)
  Net gain on investments and foreign currency denominated 
    assets and liabilities                                           3,701,888
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $4,040,297
    

See notes to financial 

7


STATEMENT OF CHANGES IN NET ASSETS                               THE SPAIN FUND
- -------------------------------------------------------------------------------

                                                   SIX MONTHS ENDED  YEAR ENDED
                                                       MAY 31,1995    NOV. 30,
                                                       (UNAUDITED)      1994
                                                      ------------  -----------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                                $  338,409   $  542,837
  Net realized loss on investments and 
    foreign currency transactions                        (423,642)    (231,307)
  Net change in unrealized appreciation of
    investments and foreign currency denominated 
    assets and liabilities                              4,125,530    9,063,062
  Net increase in net assets from operations            4,040,297    9,374,592

DIVIDENDS AND DISTRIBUTION TO SHAREHOLDERS FROM:
  Net investment income                                        -0-  (1,005,103)
  Distributions in excess of net investment income             -0-    (508,431)
  Net realized gain on investments and 
    foreign currency transactions                              -0-  (3,096,153)

CAPITAL STOCK TRANSACTIONS
  Reinvestment of dividends resulting in issuance 
    of common stock                                            -0-      63,476
  Total increase                                        4,040,297    4,828,381

NET ASSETS
  Beginning of year                                    99,885,886   95,057,505
  End of period                                      $103,926,183  $99,885,886
    

See notes to financial statements.

8


NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995 (UNAUDITED)                                         THE SPAIN FUND
- -------------------------------------------------------------------------------
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
The Spain Fund, (the 'Fund') was incorporated in the State of Maryland on June 
30, 1987 as a non-diversified, closed-end management investment company.

The financial statements include the accounts of the Fund and its wholly-owned 
subsidiary (Spain Shares Investments Maryland B.V.). The Fund is currently in 
the process of dissolving and liquidating its wholly-owned subsidiary. The 
following is a summary of significant accounting policies followed by the Fund.

1. SECURITY VALUATION
Investments are stated at value. Investments for which market quotations are 
readily available are valued at the closing price on the day of valuation or at 
the last bid price quoted on such day if no such closing price is available. If 
there are no quotations available for the day of valuation, the last available 
closing price will be used. Securities for which market quotations are not 
readily available are valued at fair value as determined in good faith by the 
Board of Directors. Such securities have a value of $4,347,449 at May 31, 1995. 
In determining fair value, consideration is given to cost, operating and other 
financial data. Securities which mature in 60 days or less are valued at 
amortized cost, which approximates market value, unless this method does not 
represent fair value. Foreign security and currency transactions may involve 
certain considerations and risks not normally associated with those of domestic 
origin as a result of, among others, the possibility of political and economic 
instability and the level of government supervision and regulation of foreign 
securities markets.

2. CURRENCY TRANSLATION
Assets and liabilities denominated in Spanish pesetas are translated into U.S. 
dollars at the mean of the quoted bid and asked price of the peseta against the 
U.S. dollar on the valuation date. Purchases and sales of portfolio securities 
are translated into U.S. dollars 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 $834,483 represents net foreign exchange gains and 
losses from holding of foreign currencies, currency gains or losses realized 
between the trade and settlement dates on security transactions, foreign 
currency forward contracts and the difference between the amounts of dividends, 
interest and foreign taxes recorded on the Fund's books and the U.S. dollar 
equivalent amounts actually received or paid. Net unrealized currency gains and 
losses from valuing foreign currency denominated assets and liabilities at 
period end exchange rates are reflected as a component of net unrealized 
appreciation of investments and foreign currency denominated assets and 
liabilities.

The exchange rate for the Spanish Peseta at May 31, 1995 was ESP 122.5181 to 
US$ 1.00.

3. TAXES
It is the Fund's policy to meet the requirements of the U.S. 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 its 
shareholders. Therefore, no provision for federal income or excise taxes are 
required. Withholding taxes on foreign interest and dividends have been 
provided for in accordance with the Spanish tax rates.

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. Realized and unrealized gains and losses from investment and 
foreign currency transactions are calculated on the identified cost basis.

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.

9


NOTES TO FINANCIAL STATEMENTS (CONTINUED)                        THE SPAIN FUND
- -------------------------------------------------------------------------------

NOTE B: MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an Investment Management and Administration Agreement, the Fund pays 
Alliance Capital Management, L.P. (the 'Investment Manager') a fee, calculated 
weekly and paid monthly, at an annualized rate of 1.10% of the Fund's average 
weekly net assets up to $50 million, 1.00% of the Fund's average weekly net 
assets on the next $50 million, and .90% of the Fund's average weekly net 
assets over $100 million.

Brokerage commissions paid on securities transactions for the six months ended 
May 31, 1995 amounted to $118,305, none of which was paid to affiliated brokers.

NOTE C: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
aggregated $27,544,702 and $26,581,638, respectively, for the six months ended 
May 31, 1995.

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 contracts and the 
closing of such contracts is included in net realized gains or losses on 
foreign currency transactions. Fluctuations in the value of forward exchange 
currency contracts are recorded for financial reporting purposes as unrealized 
gains or losses by the Fund. Risks may arise from the potential inability of 
the counterparty to meet the terms of the contract and from unanticipated 
movements in the value of a foreign currency relative to the U.S. dollar. At 
May 31, 1995, the Fund had an outstanding forward exchange currency contract 
with First National Bank of Chicago to sell 3,169,000,000 Spanish Pesetas 
expiring on June 26, 1995, with a cost of $25,867,382. The market value of the 
forward exchange currency contract at May 31, 1995 was $25,000,000 resulting in 
an unrealized depreciation of $867,382.

At May 31, 1995, the cost of securities for federal income tax purposes was the 
same as the cost for financial reporting purposes. Accordingly, gross 
unrealized appreciation of investments was $15,399,863 and gross unrealized 
depreciation of investments was $10,295,306 resulting in net unrealized 
appreciation of $5,104,557 (excluding foreign currency). At November 30, 1994 
the Fund had a capital loss carryforward of $6,894,268 which expires in the 
year 2001. No capital gain distribution is expected to be paid to shareholders 
until future net gains have been realized in excess of such carry forward.

NOTE D: CAPITAL STOCK
There are 100,000,000 shares of $.01 par value common stock authorized. For the 
six months ended May 31, 1995, no additional shares were issued. During the 
year ended November 30, 1994 the Fund issued 5,687 shares in connection with 
the Fund's Dividend Reinvestment Plan. Of the 10,026,746 shares outstanding at 
May 31, 1995, the Investment Manager owned 9,454 shares.

10


                                                                 THE SPAIN FUND
- -------------------------------------------------------------------------------

NOTE E: QUARTERLY RESULTS OF OPERATIONS 

<TABLE>
<CAPTION>
                                            NET REALIZED AND
                                            UNREALIZED GAIN      NET INCREASE
                                               (LOSS) ON          (DECREASE)
                                            INVESTMENTS AND      IN NET ASSETS
                         NET INVESTMENT     FOREIGN CURRENCY     RESULTING FROM      MARKET PRICE
                          INCOME (LOSS)       TRANSACTIONS         OPERATIONS          ON NYSE
                        ----------------  ------------------  ------------------  -----------------
                         TOTAL     PER      TOTAL      PER      TOTAL      PER 
QUARTER ENDED            (000)    SHARE     (000)     SHARE     (000)     SHARE     HIGH       LOW
- ----------------------  ------  --------  --------  --------  --------  --------  --------  -------
<S>                     <C>     <C>       <C>       <C>       <C>        <C>       <C>       <C>
May 31, 1995            $(129)    $(.01)  $ 9,486     $ .94   $ 9,357    $  .93    $ 9.00     $7.25
February 28, 1995         468       .05    (5,784)     (.58)   (5,316)     (.53)   $9.125     $7.75
                         $339                $.04              $3,702      $.36    $4,041     $ .40
November 30, 1994       $(341)    $(.03)  $(3,067)    $(.31)  $(3,408)   $ (.34)   $10.50     $8.88
August 31, 1994           450       .04      (983)     (.10)     (533)     (.06)   $10.75     $8.63
May 31, 1994             (297)     (.03)     (975)     (.09)   (1,272)     (.12)   $11.13     $9.00
February 28, 1994         731       .07    13,857      1.38    14,588      1.45    $12.75     $9.25
                        $ 543     $ .05   $ 8,832     $ .88   $ 9,375    $  .93
</TABLE>

NOTE F: RESTRICTED SECURITIES

                                          DATE ACQUIRED     SHARES       COST
                                          -------------  ---------  -----------
Asesores Bursatiles Capital Fund N.V.        10/29/90           25   $1,115,170
Asesores Bursatiles Capital Fund N.V. II      5/24/94           25      839,976
Unidad Editorial S.A. Series A               12/12/89      462,750      513,710
Unidad Editorial S.A. Series A                9/30/92    1,048,720    1,330,964

The securities shown above are restricted as to sale and have been valued at 
fair value in accordance with the policy described in Note A.

The value of these securities at May 31, 1995 was $3,371,600, representing 3.2% 
of net assets. In connection with its investment in Asesores Bursatiles Capital 
Fund N.V. II the fund may be required to invest up to an additional 1,500,000 
Netherlands Guilders (US $947,603) upon the request of Asesores Bursatiles 
Capital Fund.

11


FINANCIAL HIGHLIGHTS                                             THE SPAIN FUND
- -------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                    SIX MONTHS
                                                       ENDED                     YEAR ENDED NOVEMBER 30,
                                                   MAY 31,1995    -----------------------------------------------------
                                                    (UNAUDITED)      1994       1993       1992       1991       1990
                                                   -------------  --------  ---------  ---------  ---------  ----------
<S>                                                <C>            <C>       <C>        <C>        <C>        <C>
Net asset value, beginning of year                     $9.96        $9.49      $8.28     $11.65     $12.26     $14.40
       
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                    .04          .05        .10        .16        .15        .15
Net realized and unrealized gain (loss) on 
  investments and foreign currency transactions          .36          .88       1.29      (3.16)       .53      (1.31)
Net increase (decrease) in net asset 
  value from operations                                  .40          .93       1.39      (3.00)       .68      (1.16)
       
LESS: DISTRIBUTIONS
Dividends from net investment income                      -0-        (.10)      (.17)      (.15)      (.14)      (.13)
Distributions in excess of net 
investment income                                         -0-        (.05)        -0-        -0-        -0-        -0-
Distributions from net realized gains on
investments and foreign currency transactions             -0-        (.31)      (.01)      (.22)     (1.15)      (.85)
Total dividends and distributions                         -0-        (.46)      (.18)      (.37)     (1.29)      (.98)
Net asset value, end of period                        $10.36        $9.96      $9.49      $8.28     $11.65     $12.26
Market value, end of period                            $8.50        $9.13      $9.63      $8.38     $13.25    $12.625
       
TOTAL RETURN (a)
Total investment return based on:
  Market value                                         (6.85)%      (1.29)%    17.31%    (34.82)%    17.62%    (53.49)%
  Net asset value                                       4.02%        9.28%     16.99%    (26.71)%     6.49%    (11.79)%
       
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)           $103,926      $99,886    $95,058    $82,920   $116,665   $122,685
Ratio of expenses to average net assets                 1.98%(b)     2.09%      2.24%      2.34%      1.98%      2.22%
Ratio of net investment income to
  average net assets                                     .71%(b)      .53%      1.10%      1.50%      1.33%      1.14%
Portfolio turnover rate                                   29%          22%        65%        43%        35%        41%
</TABLE>


(a)  Total investment return is calculated assuming a purchase of common stock 
on the opening of the first day and a sale on the closing of the last day of 
each period reported. Dividends and distributions, if any, are assumed, for 
purposes of this calculation, to be reinvested at prices obtained under the 
Fund's dividend reinvestment plan. Generally, total investment return based on 
net asset value will be higher than total investment return based on market 
value in period where there is an increase in the discount or a decrease in the 
premium of the market value to the net asset value from the beginning to the 
end of such period. Conversely, total investment return based on net asset 
value will be lower than total investment return based on market value in 
period where there is a decrease in the discount or an increase in the premium 
of the market value to the net asset value from the beginning to the end of 
such period. Total investment return calculated for a period of less than one 
year is not annualized.

(b)  Annualized.

12


BOARD OF DIRECTORS
DAVE H. WILLIAMS, CHAIRMAN AND PRESIDENT
ANGEL CORCOSTEGUI 
H.R.H. PILAR DE BORBON Y BORBON 
INMACULADA DE HABSBURGO-LORENA 
ENRIQUE L. FEVRE
DR. JAMES M. HESTER 
JOSE LUIS FEITO HIGUERUELA 
MARILYN PERRY 
FRANCISCO GOMEZ ROLDAN 
JUAN MANUEL SAINZ DE VICUNA 
REBA W. WILLIAMS
CARLOS DELCLAUX ZULUETA

OFFICERS
NORMAN S. BERGEL, VICE PRESIDENT
MARK H. BREEDON, VICE PRESIDENT
NICHOLAS CROSSLAND, VICE PRESIDENT
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
EDMUND P. BERGAN, JR., SECRETARY
JOSEPH J. MANTINEO, CONTROLLER

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
40 Water Street
Boston, MA 02109

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004

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

DIVIDEND PAYING AGENT,
TRANSFER AGENT AND REGISTRAR
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110


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.

Notice is hereby given in accordance with Section 23(c) of the Investment 
Company Act of 1940 that the Fund may purchase at market prices from time to 
time shares of its common stock in the open market.

This report, including the financial statements herein is transmitted to the 
shareholders of The Spain Fund, Inc. for their information. This is not a 
prospectus, circular or representation intended for use in the purchase of 
shares of the Fund or any securities mentioned in this report.

13


THE SPAIN FUND, INC.

Summary of General Information

SHAREHOLDER INFORMATION
Daily market prices for the Fund's shares are published in the New York Stock 
Exchange Composite Transaction section of newspapers under the designation 
SpainFd. The Fund's NYSEtrading symbol is 'SNF'. Weekly comparative net asset 
value (NAV) and market price information about the Fund is published each 
Monday in THE WALL STREET JOURNAL and each Saturday in THE NEW YORK TIMES and 
BARRON'S, and other newspapers in a table called 'Closed End Funds'. Additional 
information about the fund is available by calling 1-800-221-5672.

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
A Dividend Reinvestment Plan is available to shareholders in the Fund, which 
provides automatic reinvestment of dividends and capital gain distributions in 
additional Fund shares. The Plan also allows you to make optional cash 
investments in Fund shares through the Plan Agent. A brochure describing the 
Plan is available from the Plan Agent, State Street Bank and Trust Company, by 
calling 1-800-219-4218.

If you wish to participate in the Plan and your shares are held in your name, 
simply complete and mail the enrollment form in the brochure. If your shares 
are held in the name of your brokerage firm, bank or other nominee, you should 
ask them whether or how you can participate in the Plan.

THE SPAIN FUND, INC.
1345 Avenue of the Americas
New York, NY  10105

Alliance Capital
Mutual funds without the mystery 

R These registered service marks used under license from the owner, Alliance 
Capital Management L.P. 
SPNSR

16



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