SPAIN FUND INC
N-30D, 1997-08-13
Previous: NTS PROPERTIES PLUS LTD, 10-Q, 1997-08-13
Next: POLARIS AIRCRAFT INCOME FUND IV, 10-Q, 1997-08-13



THE SPAIN FUND

ALLIANCE CAPITAL


SEMI-ANNUAL REPORT
MAY 31, 1997




LETTER TO SHAREHOLDERS                                           THE SPAIN FUND
_______________________________________________________________________________

July 14, 1997

Dear Shareholder:

We are pleased to provide you with an update of your Fund's performance and 
market activity for the semi-annual period ended May 31, 1997.

INVESTMENT RESULTS
As you can see by the table below, your Fund outperformed its benchmark, the 
Madrid General Index, in the last six and twelve month periods ended May 31, 
1997. Your Fund returned 24.19% on a net asset value basis for the six month 
period and 41.01% on a net asset value basis for the twelve month period 
compared with the Madrid General Index which reported 23.29% and 39.98% returns 
for the same periods.


INVESTMENT RESULTS*
Period Ended May 31, 1997

                                    TOTAL RETURN
                          3 MONTHS    6 MONTHS    12 MONTHS
                          --------    --------    ---------
THE SPAIN FUND             16.02%      24.19%      41.01%
MADRID GENERAL INDEX       17.73%      23.29%      39.98%


*   THE FUND'S INVESTMENT RESULTS ARE CUMULATIVE TOTAL RETURNS FOR THE PERIOD 
AND ARE BASED ON THE NET ASSET VALUE AS OF MAY 31, 1997. ALL FEES AND EXPENSES 
RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED. RETURNS FOR THE FUND 
INCLUDE THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD. THE INDEX 
IS UNMANAGED AND REFLECTS NO FEES OR EXPENSES.


ECONOMIC OVERVIEW
Several developments over the past quarter have contributed to better economic 
times in Spain. Spain's economic transformation under the new Partido Popular 
government has continued at a feverish pace. The Spanish stock market continued 
to post record breaking gains. And estimates for Gross Domestic Product (GDP) 
growth in 1997 have risen towards the 3% and above level. As a result, 
investors have become excited by the continued upward revision of growth 
prospects and the lowering of expectations for inflation.

This upward revision in GDP growth was driven by the growth in private 
consumption. After seven years of concern over unemployment and falling asset 
values, the Spanish consumer has finally regained confidence, and from a strong 
liquidity position, has begun to spend again. At the same time, inflation 
continues to decline. Most recent figures show a year-on-year rate of increase 
of 1.6% for the month of June. Few observers now believe that inflation will 
rise above 2% during 1997.

Despite considerable skepticism only 12 months ago, it is now evident that 
Spain will easily meet the criteria for Maastricht. If European Monetary Union 
(EMU) continues on schedule, Spain should be one of the single currency's 
founding members. The impact of this change in perception on the stock and bond 
markets has been enormous. Historically, Spain always seemed to possess strong 
growth potential but weak fundamentals and poor economic management. 
Consequently, investors had always demanded a discount for holding Spanish 
bonds and equities. This discount manifested itself in relatively high real 
yields for government paper and significantly lower P/E and cash flow multiples 
for Spanish stocks relative to the European average. These discounts have now 
been eliminated as equity and bond prices have risen in the face of these 
dramatic changes in growth and inflation perspectives.

Given that Spanish securities have performed so well recently and that 
valuations are up to European averages, is there still room for growth in the 
Spanish market? Assuming that Spain's new found rigor in economic management is 
maintained, and that EMU is completed, Spain does offer some clear advantages 
relative to other European countries in terms of its longer term growth 
prospects. There are several reasons for this opinion.

First, Spain's demographics are more favorable than most of Europe's--Spain's 
population is younger and still growing, and is well educated. Since Spain's 
GDP per head is low relative to Europe, Spain has much more room for growth. 
More than any other country in Europe, with the exception of the United 
Kingdom, Spain has embraced the ideas of free market capitalism. Although 
Spain's labor laws remain unnecessarily rigid, changes have increased the 
competitiveness of Spain's companies in world markets. Spain's traditional 
links with Latin America and other Hispanic speaking cultures around the globe 
offer Spanish companies extraordinary growth opportunities. Lastly, the Spanish 
government's commitment to privatization is unshakable. The impending 


1



                                                                 THE SPAIN FUND
_______________________________________________________________________________

withdrawal by the state from a large number of industries, ranging from tobacco 
to airlines, will provide investors with new growth opportunities over the next 
few years.

Recently, we have seen an unprecedented number of new issues on the Madrid 
stock exchange. With the increasing involvement of domestic investors in the 
market, we anticipate that the Spanish Bolsa will take up an increasingly 
important role as a provider of capital, and at the same time, offer a more 
diversified arena for investors.

PORTFOLIO STRATEGY
Our long term optimism in the Spanish market is reflected in the fully invested 
position taken by your Fund. We continue to emphasize what we consider to be 
quality Spanish companies that are well managed market leaders because it is 
our belief that these groups will provide the best long term potential in the 
rejuvenated Spanish stock market.

Our strategy for your Fund continues to emphasize growth with overweighted 
positions in consumer related sectors of the market and underweighted positions 
in electrical utilities.

Currently, we are maintaining approximately 12% of your Fund's peseta assets 
hedged back into the US dollar since we consider the US dollar to be 
undervalued against the peseta.

We thank you for your continued interest in The Spain Fund and look forward to 
reporting to you again in the near future.

Sincerely,


Dave H. Williams
Chairman and President


Mark H. Breedon
Vice President


2



TEN LARGEST HOLDINGS
MAY 31, 1997 (UNAUDITED)                                         THE SPAIN FUND
_______________________________________________________________________________

                                                                    PERCENT OF
COMPANY                                         U.S. $ VALUE        NET ASSETS
- -------------------------------------------------------------------------------
Endesa                                           $15,107,825           9.2%
Compania Telefonica Nacional de Espana, S.A.      14,992,501           9.1
Banco Bilbao Vizcaya                              12,562,209           7.6
Banco de Santander, S.A.                          12,180,022           7.4
Repsol, S.A.                                       9,925,545           6.0
Corporacion Financiera Alba, S.A.                  8,186,930           5.0
Acerinox, S.A.                                     7,799,394           4.7
Iberdrola I, S.A.                                  6,506,365           3.9
Banco Intercontinental                             6,252,422           3.8
Banco Popular Espanol, S.A.                        4,899,780           3.0
                                                 $98,412,993          59.7%


3



PORTFOLIO OF INVESTMENTS
MAY 31, 1997 (UNAUDITED)                                         THE SPAIN FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------

COMMON STOCKS AND OTHER INVESTMENTS-98.8%
UTILITIES-29.6%
ELECTRIC & GAS-20.5%
Electricas Reunidas de Zaragoza, S.A.           111,587      $ 4,203,178
Emp Ribagorzan Series B                          79,000        1,823,649
Endesa (a)                                      198,000       15,107,825
Gas Natural, S.A.                                23,750        4,523,874
Iberdrola I, S.A.                               530,362        6,506,365
Sevillana de Electricidad                       179,015        1,713,590
                                                             ------------
                                                              33,878,481

TELEPHONE-9.1%
Compania Telefonica Nacional
  de Espana, S.A.                               520,200       14,992,501
                                                             ------------
                                                              48,870,982

FINANCIAL SERVICES-27.9%
BANKING-23.0%
Banco Bilbao Vizcaya (a)(b)                     177,500       12,562,209
Banco de Andalucia                                6,400        1,030,632
Banco de Castilla                                 1,500          984,878
Banco de Santander, S.A.                        142,928       12,180,022
Banco Intercontinental (a)                       37,000        6,252,422
Banco Popular Espanol, S.A.                      23,100        4,899,780
                                                             ------------
                                                              37,909,943

INSURANCE-2.3%
Catalana Occidente, S.A.                         42,500        2,153,082
Mapfre Vida De Seguros, S.A.                     25,000        1,688,116
                                                             ------------
                                                               3,841,198

REAL ESTATE-2.6%
Inmobiliaria Urbis, S.A.                        100,000          742,978
Vallehermoso, S.A.                              141,000        3,556,966
                                                             ------------
                                                               4,299,944
                                                             ------------
                                                              46,051,085

BASIC INDUSTRIES-7 .6%
MINING AND METALS-4.7%
Acerinox, S.A.                                   46,516        7,799,394

PAPER PRODUCTS-2.9%
Empresa Celulosas                               329,400        4,860,592
                                                             ------------
                                                              12,659,986

ENERGY-7.5%
Compania Espanola de Petroleos, S.A.             70,200        2,450,170
Repsol, S.A. (a)                                237,373        9,925,545
                                                             ------------
                                                              12,375,715

CONSUMER SERVICES-7.4%
PRINTING & PUBLISHING-1.0%
Unidad Editorial, S.A. Series A (c)(d)        1,511,470        1,671,426

RESTAURANTS & LODGING-2.0%
Sol Melia, S.A. (c)                              90,000        3,334,072

RETAIL-4.4%
Adolfo Dominguez, S.A.                           20,000          702,201
Centros Comerciales Continente, S.A.             90,500        1,729,463
Cortefiel, S.A.                                 128,983        4,760,378
                                                             ------------
                                                               7,192,042
                                                             ------------
                                                              12,197,540

CONSUMER STAPLES-6.1%
FOOD-3.6%
El Aguila, S.A. (c)                             175,000          864,792
Natra, S.A.                                      70,134          969,452
Telepizza, S.A. (c)                              56,402        2,989,906
Viscofan Envolturas Celulosicas (a)              58,503        1,180,670
                                                             ------------
                                                               6,004,820

TOBACCO-2.5%
Tabacalera, S.A. Series A (a)                    80,779        4,097,908
                                                             ------------
                                                              10,102,728

MULTI INDUSTRY-5.0%
Corporacion Financiera Alba, S.A.                74,500        8,186,930

CAPITAL GOODS-3.7%
ENGINEERING & CONSTRUCTION-3.7%
Fomento de Construcciones
  Y Contratas, S.A.                              29,158        3,242,511
Grupo Nacional, S.A.                             26,000        2,812,259
                                                             ------------
                                                               6,054,770


4



                                                                 THE SPAIN FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
 
CONSUMER MANUFACTURING-1.8%
BUILDING & RELATED-1.8%
Portland Valderrivas, S.A. (a)                   19,590      $ 1,356,656
Uralita, S.A.                                   161,650        1,564,125
                                                             ------------
                                                               2,920,781

HEALTHCARE-1.2%
Fabrica Espanol de Productos 
  Quimicos y Farmaceuticos                       28,075        1,222,441
Indo Internacional, S.A.                         19,119          709,589
                                                             ------------
                                                               1,932,030

OTHER-1.0%
Asesores Bursatiles
  Capital Fund N.V. (d)                              25          528,215
  Capital Fund II N.V. (d)                           25        1,166,638
                                                             ------------
                                                               1,694,853

Total Common Stocks And Other
  Investments (cost $113,669,050)                            163,047,400


                                              SHARES OR
                                              PRINCIPAL
                                               AMOUNT
COMPANY                                         (000)       U.S. $ VALUE
- -------------------------------------------------------------------------
 
RIGHTS-0.1%
HEALTHCARE-0.1%
Fabrica Espanol de Productos Quimicos
  y Farmaceuticos, Rts. 6/09/97 (c) 
  (cost $106,521)                                28,075     $    124,185

TIME DEPOSIT-0.1%
Sumitomo Bank 5.66%, 6/02/97
  (cost $100,000)                                   100          100,000

TOTAL INVESTMENTS-99.0%
  (cost $113,875,571)                                        163,271,585
Other assets less liabilities-1.0%                             1,581,662

NET ASSETS-100%                                             $164,853,247


(a)  Securities, or portion thereof, with an aggregate market value of 
$30,754,120 have been segregated to collateralize forward exchange currency 
contracts.

(b)  Security represents investment in an affiliate.

(c)  Non-income producing security.

(d)  Restricted and illiquid securities, valued at fair value. (See Notes A and 
E.)

See notes to financial statements.


5



STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1997 (UNAUDITED)                                         THE SPAIN FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $113,875,571)         $163,271,585
  Foreign cash, at value (cost $1,245,221)                           1,237,627
  Cash                                                                  11,401
  Receivable for investment securities sold                            960,552
  Foreign taxes receivable                                             154,608
  Unrealized appreciation of forward exchange
    currency contracts                                                 146,181
  Interest receivable and other assets                                  20,645
  Total assets                                                     165,802,599
 
LIABILITIES
  Payable for investment securities purchased                          412,264
  Management fee payable                                               137,147
  Accrued expenses                                                     399,941
  Total liabilities                                                    949,352
 
NET ASSETS                                                        $164,853,247
 
COMPOSITION OF NET ASSETS
  Capital stock, at par                                           $    100,267
  Additional paid-in capital                                       106,918,079
  Undistributed net investment income                                  270,221
  Accumulated net realized gain on investments and foreign
    currency transactions                                            8,044,391
  Net unrealized appreciation of investments and foreign
    currency denominated assets and liabilities                     49,520,289
                                                                  $164,853,247
 
NET ASSET VALUE PER SHARE 
  (based on 10,026,746 shares outstanding)                              $16.44


See notes to financial statements.


6



STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1997 (UNAUDITED)                        THE SPAIN FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of 
    $300,024)                                       $1,361,792
                                                        77,660     $ 1,439,452
 
EXPENSES
  Management fee                                       735,770
  Custodian                                            160,796
  Audit and Legal                                       67,567
  Directors' fees and expenses                          66,874
  Transfer agency                                       46,836
  Printing                                              21,101
  Registration                                          10,608
  Miscellaneous                                          3,603
  Total expenses                                                     1,113,155
  Net investment income                                                326,297
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment transactions                       9,397,051
  Net realized gain on foreign currency transactions                 2,336,985
  Net change in unrealized appreciation (depreciation) of:
    Investments                                                     19,926,907
    Foreign currency denominated assets and liabilities                (87,613)
  Net gain on investments and foreign currency transactions         31,573,330
 
NET INCREASE IN NET ASSETS FROM OPERATIONS                         $31,899,627


See notes to financial statements.


7



STATEMENT OF CHANGES IN NET ASSETS                               THE SPAIN FUND
_______________________________________________________________________________

                                                SIX MONTHS ENDED    YEAR ENDED
                                                   MAY 31,1997     NOVEMBER 30,
                                                   (UNAUDITED)         1996
                                                ---------------- --------------
INCREASE IN NET ASSETS FROM OPERATIONS
  Net investment income                           $    326,297    $  1,097,373
  Net realized gain on investments and
    foreign currency transactions                   11,734,036       5,150,521
  Net change in unrealized appreciation of
    investments and foreign currency
    denominated assets and liabilities              19,839,294      23,549,203
  Net increase in net assets from operations        31,899,627      29,797,097
 
DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                             (1,554,146)       (300,802)
  Total increase                                    30,345,481      29,496,295
 
NET ASSETS
  Beginning of year                                134,507,766     105,011,471
  End of period (including undistributed net
    investment income of $270,221 and
    $1,498,070, respectively)                     $164,853,247    $134,507,766


See notes to financial statements.


8



NOTES TO FINANCIAL STATEMENTS
MAY 31, 1997 (UNAUDITED)                                         THE SPAIN FUND
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
The Spain Fund, Inc. (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. In determining fair value, consideration is given to cost, 
operating and other financial data of the issuer. 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.

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. 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 accrued. Net 
realized gain on foreign currency transactions 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 forward exchange currency 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, 1997 was 144.687 ESP to 
U.S. $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 provisions 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 INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date or as soon as the Fund is 
informed of the dividend. Interest income is accrued daily. Investment 
transactions are accounted for on the date securities are purchased or sold. 
Realized gains and losses from security and 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 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.


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.


9



NOTES TO FINANCIAL STATEMENTS (CONTINUED)                        THE SPAIN FUND
_______________________________________________________________________________

The Fund and the Investment Manager have entered into a Sub-Advisory Agreement 
with Privanza Banco Personal, S.A. (the "Sub-Adviser"). Under this agreement 
the Sub-Adviser receives a fee at the annual rate of .25 of 1% of the Fund's 
average weekly net assets. All amounts paid to the Sub-Adviser are payable by 
the Investment Manager from its fee. An officer of the Fund is a director of 
the Sub-Adviser.

Under the terms of a Shareholder Inquiry Agency Agreement with Alliance Fund 
Services, Inc. ("AFS"), an affiliate of the Investment Manager, the Fund 
reimburses AFS for costs relating to servicing phone inquiries for the Fund. 
The Fund reimbursed AFS $1,125 during the six months ended May 31, 1997.

Banco Bilbao Vizcaya, an affiliate of the Sub-Adviser, serves as subcustodian 
of the Fund. Fees paid to the sub-custodian are payable by the custodian from 
its fee. For the six months ended May 31, 1997, the Fund earned $22,821 of 
interest income on cash balances maintained at the subcustodian.

Brokerage commissions paid on investment transactions for the six months ended 
May 31, 1997 amounted to $137,147 of which $3,195 was paid to Banco Bilbao 
Vizcaya.


NOTE C: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments 
and U.S. government securities) aggregated $36,055,128 and $35,041,131, 
respectively, for the six months ended May 31, 1997. There were no purchases or 
sales of U.S. government or government agency obligations for the six months 
ended May 31, 1997.

At May 31, 1997, the cost of securities for federal income tax purposes was 
$113,876,832. Accordingly, gross unrealized appreciation of investments was 
$53,291,476 and gross unrealized depreciation of investments was $3,896,723 
resulting in net unrealized appreciation of $49,394,753 (excluding foreign 
currency). At November 30, 1996, the Fund had a total capital loss carryforward 
of $3,414,457 of which $2,121,153 expires in the year 2001 and $1,293,304 
expires in the year 2003. No capital gain distribution is expected to be paid 
to shareholders until future net gains have been realized in excess of such 
carryforward.

FORWARD 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 contracts and the 
closing of such contracts is included in net realized gains or losses on 
foreign currency transactions. Fluctuations in the value of open 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 a contract and from 
unanticipated movements in the value of a foreign currency relative to the U.S. 
dollar.

At May 31, 1997, the Fund had outstanding forward exchange currency contracts 
as follows:

                         CONTRACT       VALUE ON      U.S. $
                          AMOUNT      ORIGINATION     CURRENT      UNREALIZED
                           (000)          DATE         VALUE      APPRECIATION
                      --------------  ------------  ------------  ------------
FOREIGN CURRENCY
  SALE CONTRACT
Spanish Pesetas 
  expiring 6/30/97     3,169,000,000   $22,052,888   $21,906,707    $146,181


10



                                                                 THE SPAIN FUND
_______________________________________________________________________________

NOTE D: CAPITAL STOCK
There are 100,000,000 shares of $.01 par value common stock authorized. At May 
31, 1997, 10,026,746 shares were outstanding.


NOTE E: RESTRICTED SECURITIES
                                                   DATE ACQUIRED        COST
                                                   -------------    -----------
Asesores Bursatiles Capital Fund, N.V.                10/29/90      $1,394,015
Asesores Bursatiles Capital Fund II, N.V.              5/24/94       1,067,792
Unidad Editorial S.A. Series A                        12/12/89         513,710
Unidad Editorial S.A. Series A                         9/30/92       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, 1997 was $3,366,279, representing 2.0% 
of net assets.


NOTE F: CONCENTRATION OF RISK
Investment in the Fund's shares requires consideration of certain factors that 
are not typically associated with investments in U.S. equity securities such as 
currency fluctuations, potential price volatility, lower liquidity and 
concentration of the Spanish equities market and limitations on the 
concentration of investment in the equity of securities of companies in certain 
industry sectors. The possibility of political and economic instability of 
government supervision and regulation of the market may further affect the 
Fund's investments.


11



FINANCIAL HIGHLIGHTS                                             THE SPAIN FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                            SIX MONTHS
                                              ENDED
                                              MAY 31,                        YEAR ENDED NOVEMBER 30,
                                               1997      ---------------------------------------------------------------
                                            (UNAUDITED)      1996         1995         1994         1993         1992
                                            -----------  -----------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of year            $13.41       $10.47        $9.96        $9.49        $8.28       $11.65
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .03          .11          .09          .05          .10          .16
Net realized and unrealized gain (loss) 
  on investment and foreign currency 
  transactions                                  3.15         2.86          .42          .88         1.29        (3.16)
Net increase (decrease) in net asset 
  value from operations                         3.18         2.97          .51          .93         1.39        (3.00)
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.15)        (.03)          -0-        (.10)        (.17)        (.15)
Distributions in excess of net
  investment income                               -0-          -0-          -0-        (.05)          -0-          -0-
Distributions from net realized gain on 
  investments and foreign currency 
  transactions                                    -0-          -0-          -0-        (.31)        (.01)        (.22)
Total dividends and distributions               (.15)        (.03)          -0-        (.46)        (.18)        (.37)
Net asset value, end of period                $16.44       $13.41       $10.47        $9.96        $9.49        $8.28
Market value, end of period                   $13.375      $10.75        $8.625       $9.125       $9.625       $8.375
 
TOTAL RETURN
Total investment return based on (a):
  Market value                                 26.04%       25.03%       (5.48)%      (1.29)%      17.31%      (34.82)%
  Net asset value                              24.19%       28.48%        5.12%        9.28%       16.99%      (26.71)%
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $164,853     $134,508     $105,011      $99,886      $95,058      $82,920
Ratio of expenses to average net assets         1.52%(b)     1.73%        2.07%        2.09%        2.24%        2.34%
Ratio of net investment income to 
  average net assets                             .44%(b)      .93%         .89%         .53%        1.10%        1.50%
Portfolio turnover rate                           48%          44%          38%          22%          65%          43%
Average commission rate paid(c)               $.0731       $.0618           --           --           --           --
</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 business 
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 and Cash Purchase Plan. Generally, total 
investment return based on net asset value will be higher than total investment 
return based on market value in periods 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 years. Conversely, total investment 
return based on net asset value will be lower than total investment return 
based on market value in periods 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 years.

(b)  Annualized.

(c)  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. This amount includes commissions paid to foreign 
brokers, which may materially affect the rate shown. Amounts paid in foreign 
currencies have been converted into U.S. dollars using the prevailing exchange 
rate on the date of the transaction.


12



                                                                 THE SPAIN FUND
_______________________________________________________________________________

BOARD OF DIRECTORS
DAVE H. WILLIAMS, CHAIRMAN AND PRESIDENT
ANGEL CORCOSTEGUI (1)
H.R.H. PILAR DE BORBON Y BORBON (1)
INMACULADA DE HABSBURGO-LORENA (1)
ENRIQUE L. FEVRE
IGNACIO GOMEZ-ACEBO (1)
DR. JAMES M. HESTER (1)
DR. MARILYN PERRY (1)
FRANCISCO GOMEZ ROLDAN (1)
JUAN MANUEL SAINZ DE VICUNA (1)
DR. REBA W. WILLIAMS
CARLOS DELCLAUX ZULUETA

OFFICERS
NORMAN S. BERGEL, VICE PRESIDENT
MARK H. BREEDON, VICE PRESIDENT
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
EDMUND P. BERGAN, JR., SECRETARY
VINCENT S. NOTO, 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


(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.

     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 on the open market.

     This report, including the financial statements therein is transmitted to 
the shareholders of The Spain Fund 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
Summary of General Information

INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to seek long-term capital appreciation 
through investment primarily in the equity securities of Spanish companies.

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 NYSE trading 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, each Sunday in THE NEW YORK TIMES and each 
Saturday in 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
1345 Avenue of the Americas
New York, New York 10105

ALLIANCE CAPITAL

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

SPNSR



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission