ALLIANCE GLOBAL ENVIRONMENT FUND INC, 485APOS, 1998-11-25

ALLIANCE GLOBAL ENVIRONMENT FUND INC
485APOS, 1998-11-25

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As filed with the Securities and Exchange
Commission on November 25, 1998

File Nos. 33-30409
811-05993
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 3 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 10 X

ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number,
including Area Code: (800) 221-5672

EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)

Copies of communications to:
Thomas G. MacDonald
Seward & Kissel
One Battery Park Plaza
New York, New York 10004

It is proposed that this filing will become effective (check
appropriate box)

immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
X on February 1, 1999 pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485.

<PAGE>

If appropriate, check the following box:
This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Registrant has registered an indefinite number of shares of
common stock pursuant to Rule 24f-2 under the Investment Company
Act of 1940. Registrant filed a notice pursuant to such Rule for
its fiscal year ended October 31, 1997 on January 20, 1998.

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 404(c))

N-1A Item No. Location in Prospectuses
(Caption)
PART A

Item 1. Front and Back Cover Pages..........Cover Pages

Item 2. Risk/Return Summary:
Investments, Risks, and
Performance.........................Risk/Return
Summary

Item 3. Risk/Return Summary:
Fee Table...........................Risk/Return
Summary

Item 4. Investment Objectives,
Principal Investment Strategies,
And Related Risks...................Other
Information
About the
Fund's
Objectives,
Strategies, and
Risks

Item 5. Management's Discussion of
Fund Performance....................Not Applicable

Item 6. Management, Organization,
And Capital Structure...............Management of
the Fund

Item 7. Shareholder Information.............Purchase and
Sale of Shares

Item 8. Distribution Arrangements...........Distribution
Arrangements

Item 9. Financial Highlights
Information.........................Financial
Highlights

PART B Location in Statements
Of Additional Information
(Caption)

Item 10. Cover Page and
Table of Contents...................Cover Page

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Item 11. Fund History........................Management of
the Fund;
General
Information

Item 12. Description of the Fund and
Its Investments and Risks...........Description of
the Fund

Item 13. Management of the Fund..............Management of
the Fund

Item 14. Control Persons and Principal
Holders of Securities...............Not Applicable

Item 15. Investment Advisory and
Other Services......................Management of
the Fund

Item 16. Brokerage Allocation and
Other Practices ....................Brokerage and
Portfolio
Transactions

Item 17. Capital Stock and Other
Securities..........................General
Information

Item 18. Purchase, Redemption and
Pricing of Shares...................Purchase of
Shares;
Redemption and
Repurchase of
Shares;
Dividends,
Distributions
and Taxes

Item 19. Taxation of the Fund................Investment
Policies and
Restrictions;
Dividends,
Distributions
and Taxes

Item 20. Underwriters........................General
Information

Item 21. Calculation of Performance
Data................................General
Information

<PAGE>

Item 22. Financial Statements................Financial
Statements

<PAGE>

THE ALLIANCE STOCK FUNDS

PROSPECTUS

FEBRUARY 1, 1999

DOMESTIC STOCK FUNDS

-ALLIANCE PREMIER GROWTH FUND
-ALLIANCE GROWTH FUND
-ALLIANCE TECHNOLOGY FUND
-ALLIANCE QUASAR FUND
-THE ALLIANCE FUND

TOTAL RETURN FUNDS

-ALLIANCE GROWTH AND INCOME FUND
-ALLIANCE BALANCED SHARES
-ALLIANCE UTILITY INCOME FUND
-ALLIANCE REAL ESTATE INVESTMENT FUND

GLOBAL STOCK FUNDS

-ALLIANCE NEW EUROPE FUND
-ALLIANCE WORLDWIDE PRIVATIZATION FUND
-ALLIANCE INTERNATIONAL PREMIER GROWTH FUND
-ALLIANCE GLOBAL SMALL CAP FUND
-ALLIANCE INTERNATIONAL FUND
-ALLIANCE GREATER CHINA '97 FUND
-ALLIANCE ALL-ASIA INVESTMENT FUND
-ALLIANCE GLOBAL ENVIRONMENT FUND

The Alliance Stock Funds provide a broad selection of
investment alternatives to investors seeking capital
growth or high total return.

The Securities and Exchange Commission has not approved
or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS

PAGE

RISK/RETURN SUMMARY.....................................
Domestic Stock Funds................................
Total Return Fund...................................
Global Stock Funds..................................
Summary of Principal Risks..........................
Principal Risks by Fund.............................

EXPENSE INFORMATION.....................................

GLOSSARY................................................

DESCRIPTION OF THE FUNDS................................
.....Investment Objectives and Policies.............

Description of Investment Practices.................
Additional Risk Considerations......................

MANAGEMENT OF THE FUND..................................

PURCHASE AND SALE OF SHARES.............................
How The Fund Values Its Shares......................
How To Buy Shares...................................
How to Exchange Shares..............................
How To Sell Shares..................................
How To Sell Shares..................................

DIVIDENDS, DISTRIBUTIONS AND TAXES......................

DISTRIBUTION ARRANGEMENT................................

GENERAL INFORMATION.....................................

FINANCIAL HIGHLIGHTS....................................

<PAGE>

RISK/RETURN SUMMARY

The following is a summary of certain key information about the
Alliance Stock Funds. You will find additional information about
each Fund including a detailed description of the risks of an
investment in each Fund after this summary.

The Funds' investment adviser is Alliance Capital Management
L.P., a global investment manager providing diversified services
to institutions and individuals through a broad line of
investments including more than 100 mutual funds. Since 1971,
Alliance has earned a reputation as a leader in the investment
world with over $[ ] billion in assets under management as of
December 31, 1998. Alliance provides investment management
services to employee benefit plans for __ of the FORTUNE 100
companies.

The Risk/Return Summary describes the Funds' objectives,
principal investment strategies, risks, and fees. More detailed
descriptions of the Funds can be found further back in the
Prospectus. Please be sure to read the more complete
descriptions of the Funds following this summary, including the
risks associated with investing in the Funds, BEFORE you invest.
Each of the Funds also may at times use certain types of
investment derivatives such as options, futures, forwards and
swaps. The use of these techniques includes special risks that
are discussed in this Prospectus.

The Summary includes a table showing the Fund's average annual
returns and a bar chart showing each Fund's annual returns. The
table and bar chart provide an indication of the historical risk
of an investment in each Fund by showing:

-- how the Fund's average annual returns for one, five and
10 years (or life of the Fund) compare to those of a
broad based securities market index; and

-- changes in the Fund's performance from year to year over
10 years or, if shorter, the life of the Fund.

A Fund's past performance, of course, does not necessarily
indicate how it will perform in the future.

Other important things for you to note:

-- You may gain or lose money by investing in the Funds.

-- An investment in the Funds is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

<PAGE>

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital
appreciation a range of alternative approaches to investing in
U.S. equity markets.

ALLIANCE PREMIER GROWTH FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital through investments in equity
securities of a limited number of large, carefully
selected, high-quality U.S. companies that Alliance
believes are likely to achieve superior earnings growth.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of U.S. companies. In
contrast to most equity funds, the Fund focuses on a
relatively small number of intensively researched
companies. Alliance selects the Fund's investments from
a research universe of more than 600 companies that have
strong management, superior industry positions,
excellent balance sheets, and superior earnings growth
prospects.

Normally, the Fund invests in about 40-50 companies,
with the 25 most highly regarded of these companies
usually constituting approximately 70% of the Fund's net
assets. During market declines, while adding to
positions in favored stocks, the Fund becomes somewhat
more aggressive, gradually reducing the number of
companies represented in its portfolio. Conversely, in
rising markets, while reducing or eliminating fully-
valued positions, the Fund becomes somewhat more
conservative, gradually increasing the number of
companies represented in its portfolio. Through this
approach, Alliance seeks to gain positive returns in
good markets while providing some measure of protection
in poor markets. The Fund also may invest up to 20% of
its net assets in convertible securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
S&P 500 Index

<PAGE>

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Premier Growth Fund from 1992 through 1998:]

YEAR ANNUAL RETURN

1992* 9.29%
1993 9.98%
1994 -5.80%
1995 46.87%
1996 24.14%
1997 32.67%
1998

* Cumulative return since inception (9/28/92).

You should consider an investment in the Fund as a long-term
investment. The Fund's returns will, however, fluctuate over
shorter periods. For example, during the period shown in the bar
chart, the Fund's:

Best Quarter was: up ____%, ________ quarter, 19__
Worst Quarter was: down ____%, _______quarter, 19__

ALLIANCE GROWTH FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital. Current income is incidental to the
Fund's objective.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of companies with
favorable earnings outlooks and whose long-term growth
rates are expected to exceed that of the U.S. economy
over time. The Fund emphasizes investments in large-
and mid-cap companies. The Fund also may invest up to
25% of its total assets in lower rated fixed-income
securities and convertible bonds and generally up to 15%
in foreign securities.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %*
Class B % % %
Class C % % N/A
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Growth Fund from 1990 through 1998:]

YEAR ANNUAL RETURN

1990* -0.22%
1991 63.61%
1992 10.67%
1993 28.99%
1994 -1.15%
1995 29.49%
1996 23.20%
1997 27.09%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE TECHNOLOGY FUND

-- OBJECTIVE: The Fund's investment objective is growth
through capital appreciation. Current income is
incidental to the Fund's objective.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in securities of companies expected to benefit
from technological advances and improvements (i.e.,
companies that use technology extensively in the
development of new or improved products or processes).
Within this framework, the Fund may invest in any

<PAGE>

company and industry and in any type of security with
potential for capital appreciation. It invests in
well-known, established companies or in new or
unseasoned companies. The Fund also may invest in debt
securities and up to 10% of its total assets in foreign
securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % N/A
Class C % % N/A
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Technology Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 5.99%
1990 -3.08%
1991 54.24%
1992 15.60%
1993 21.63%
1994 28.50%
1995 45.80%
1996 19.41%
1997 4.54%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

<PAGE>

ALLIANCE QUASAR FUND

-- OBJECTIVE: The Fund's investment objective is growth
through capital appreciation by pursuing aggressive
investment policies. Current income is incidental to
the Fund's objective.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of any company and
industry and in any type of security with potential for
capital appreciation. The Fund generally invests in a
widely-diversified portfolio spread among many
industries that offer the possibility of above-average
earnings growth. The Fund invests in well-known and
established companies and in new and unseasoned
companies. When selecting securities, Alliance
considers the economic and political outlook, the values
of specific securities relative to other investments,
trends in the determinants of corporate profits, and
management capabilities and practices. The Fund also
may invest in non-convertible bonds, preferred stocks,
and foreign securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % N/A
Class C % % N/A
Russell 2000 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

<PAGE>

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Quasar Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 28.20%
1990 -23.44%
1991 34.27%
1992 2.81%
1993 16.16%
1994 -7.27%
1995 47.64%
1996 32.62%
1997 17.24%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital and income primarily through
investments in common stocks.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund normally
invests substantially all of its assets in high-quality
common stocks that the Alliance expects to increase in
value. The Fund may invest in a broad range of
companies, from large to small, but tends to emphasize
attractive opportunities in medium-capitalization or
"mid-cap" companies. While the Fund's diversified and
high-quality investments cannot prevent fluctuations in
market values, they tend to limit investment risk and
contribute to achieving the Fund's objectives. The Fund
also can invest in convertible securities, U.S.
Government securities, and foreign securities.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % N/A
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of The Alliance Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 23.42%
1990 -4.36%
1991 33.91%
1992 14.70%
1993 14.26%
1994 -2.51%
1995 34.84%
1996 17.54%
1997 36.01%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

TOTAL RETURN FUNDS

The Total Return Funds offer investors both growth of capital and
current income through a range of investment alternatives.

ALLIANCE GROWTH & INCOME FUND

-- OBJECTIVE: The Fund's investment objective is capital
appreciation and income through investments in dividend-
paying common stocks of good quality, although the Fund

<PAGE>

also may invest in fixed-income and convertible
securities.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in dividend-paying common stocks of large,
well-established "blue-chip" companies. The Fund also
may invest in fixed income and convertible securities
and in securities of foreign issuers.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % N/A
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Growth And Income Fund from 1989 through
1998:]

YEAR ANNUAL RETURN

1989 25.56%
1990 -1.70%
1991 27.08%
1992 4.52%
1993 9.96%
1994 -4.20%
1995 37.86%
1996 24.13%
1997 28.86%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

<PAGE>

ALLIANCE BALANCED SHARES

-- OBJECTIVE: The Fund's investment objective is high
return by investing in a combination of equity and debt
securities.

-- PRINCIPAL INVESTMENT STRATEGIES: The percentage of the
Fund's assets invested in each type of security (equity
and fixed income) will vary, but at least 25% of the
Fund's total assets will be invested in fixed-income
securities. The Fund invests in U.S. Government
Securities, bonds, senior debt securities, preferred,
and common stocks. The Fund's investments in each type
of security depends on current economic conditions and
market outlooks. The Fund also may invest up to 15% of
its assets in foreign equity and fixed income
securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
S&P 500 Index
Lehman Brothers
Government/Corporate
Bond Index
Salomon Brothers 1-Year
Treasury Bond Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

<PAGE>

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Balanced Shares from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 14.13%
1990 -2.20%
1991 20.47%
1992 6.81%
1993 9.93%
1994 -5.79%
1995 26.64%
1996 9.36%
1997 27.13%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE UTILITY INCOME FUND

-- OBJECTIVE: The Fund's investment objective is current
income and capital appreciation through investments in
equity and fixed-income securities of companies in the
utilities industry.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in securities of utility companies in the
electric, telecommunications, gas, and water utility
industries. The Fund may invest in both U.S. and
foreign utility companies, although the Fund will limit
its investments in issuers in any one foreign country to
no more than 15% of its assets. The Fund may invest up
to 35% of its net assets in lower-rated securities and
up to 30% of its net assets in convertible securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR 5 YEARS INCEPTION

Class A % % N/A
Class B % % N/A
Class C % % N/A
S&P 500 Index

<PAGE>

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Utility Income Fund from 1993 through 1998:]

YEAR ANNUAL RETURN

1993* 4.42%
1994 -10.94%
1995 22.93%
1996 8.28%
1997 30.65%
1998

* Cumulative return since inception (10/18/93).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE REAL ESTATE INVESTMENT FUND

-- OBJECTIVE: The Fund's investment objective is total
return from long-term growth of capital and income
principally through investing in companies in equity
securities of companies that are primarily engaged in or
related to the real estate industry.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of real estate investment
trusts or "REITs" and other real estate industry
companies. The Fund invests in real estate companies
that Alliance believes have strong property fundamentals
and management teams. The Fund seeks to invest in real
estate companies whose underlying portfolios are
diversified geographically and by property type. The
Fund may invest up to 35% of its total assets in
mortgage-backed securities, which are securities that
directly or indirectly represent participations in or
are collateralized by and payable from, mortgage loans
secured by real property.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A %
Class B %
Class C %
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Real Estate Investment Fund from 1996 through
1998:]

YEAR ANNUAL RETURN

1996* 20.29%
1997 22.98%
1998

* Cumulative return since inception (10/1/96).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors seeking long-term capital
appreciation a range of alternative approaches to investing in
foreign securities.

ALLIANCE NEW EUROPE FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investments primarily in
the equity securities of companies based in Europe.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of European companies.

<PAGE>

The Fund diversifies its investments among a number of
European countries and normally invests in companies
based in at least three of the countries, although it
may invest 25% or more or its assets in a single
country. The Fund may invest up to 35% of its total
assets in high-quality U.S. dollar or foreign currency
denominated fixed income securities issued by European
governmental entities, multinational companies, or
supranational organizations. At December 31, 1998, the
Fund had approximately 20% its assets invested in
securities of United Kingdom issuers.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR 5 YEARS INCEPTION

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance New Europe Fund from 1990 through 1998:]

YEAR ANNUAL RETURN

1990* -11.92%
1991 3.31%
1992 -0.53%
1993 34.56%
1994 4.64%
1995 18.63%
1996 20.58%
1997 16.83%
1998

* Cumulative return since inception (4/2/90).

<PAGE>

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE WORLDWIDE PRIVATIZATION FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of companies that are
undergoing, or have undergone, privatization, although
normally the Fund will invest significantly more of its
assets in these securities. The Fund also invests in
securities of companies that will benefit from
privatizations. The Fund takes advantage of investment
opportunities, historically inaccessible to U.S.
individual investors, that result from the privatization
of state enterprises in both established and developing
economies. Because privatizations are integral to a
country's economic restructuring, securities sold in
initial public offerings often are attractively priced
to secure the issuer's transition to private sector
ownership. In addition, these enterprises often
dominate their local markets and have the potential for
significant managerial and operational efficiency gains.

The Fund diversifies its investments among a number of
countries and normally invests in issuers based in four,
and usually considerably more, countries. The Fund may
invest up to 30% of its assets in any one of France,
Germany, Great Britain, Italy, and Japan and may invest
all of its assets in a single world region. The fund
also may invest up to 35% of its total assets in debt
securities and convertible debt securities of privatized
companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A % %
Class B % %
Class C % %
MSCI EAFE Index

<PAGE>

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Worldwide Privatization Fund from 1994 through
1998:]

YEAR ANNUAL RETURN

1994* -0.20%
1995 4.91%
1996 23.14%
1997 13.18%
1998

* Cumulative return since inception (6/2/94).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE INTERNATIONAL PREMIER GROWTH FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital through investments in equity
securities of a limited number of carefully selected
non-U.S. companies that are judged likely to achieve
superior earnings growth. Current income is incidental
to the Fund's objective.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of comparatively large,
high-quality non-U.S. companies. The Fund invests in at
least four, and usually considerably more, countries.
Normally, the Fund invests no more than 15% of its total
assets in any one foreign country, but may invest up to
25% of its total assets in each of Canada, France,
Germany, Italy, Japan, The Netherlands, Switzerland, and
the United Kingdom. In contrast to more typical
international equity funds, the Fund focuses on a
relatively small number of intensively researched
companies. Alliance selects the Fund's investments from
a research universe of approximately 900 companies.

<PAGE>

Normally, the Fund invests in about 60 companies, with
the 30 most highly regarded of these companies usually
constituting approximately 70% of the Fund's net assets.
The Fund invests in companies with market values in the
range, or in excess, of the mid-range of the EAFE index
(currently approximately $2.6 billion). Alliance may
take advantage of market volatility to adjust the Fund's
portfolio positions. To the extent consistent with
local market liquidity considerations, the Fund strives
to capitalize on apparently unwarranted price
fluctuations, both to purchase or increase positions on
weakness and to sell or reduce overpriced holdings. The
Fund invests primarily in equity securities and also may
invest in convertible securities.

PERFORMANCE INFORMATION AND BAR CHART

There is no bar chart for the Fund because it has not
completed a full calendar year of operations. The performance
information below is for the first six months of the Fund's
operations.
PERFORMANCE TABLE

6 MONTHS

Class A
Class B
Class C
MSCI World Index

ALLIANCE GLOBAL SMALL CAP FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital through investment in a global
portfolio of the equity securities of selected companies
with relatively small market capitalizations.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of global companies, both
domestic and foreign with relatively small market
capitalizations. The Fund's investments emphasize
companies with a size that are in the smallest 20% of
the U.S. stock market (or less than approximately $1.5
billion). Although these companies are small by U.S.
standards, they may be among the largest companies in
their own countries. The Fund may invest up to 35% of
its total assets in securities of companies whose market
capitalizations exceed the Fund's size standard. The
Fund invests in at least three countries including the
U.S.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Global Small Cap Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 24.60%
1990 -24.89%
1991 25.29%
1992 -4.89%
1993 20.04%
1994 -4.55%
1995 27.18%
1996 19.37%
1997 8.08%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE INTERNATIONAL FUND

-- OBJECTIVE: The Fund's investment objective is total
return from long-term growth of capital and income
through diversified investments in non-U.S. companies.

<PAGE>

the U.S., and foreign government securities. The Fund
diversifies its investments broadly among countries and
normally invests in at least three foreign countries,
although it may invest a substantial portion of its
assets in one or more foreign countries.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance International Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 29.62%
1990 -20.95%
1991 7.72%
1992 -5.86%
1993 27.51%
1994 5.68%
1995 10.10%
1996 7.20%
1997 1.41%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE GREATER CHINA '97 FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investment of at least 80%

<PAGE>

of its total assets in equity securities of Greater
China companies.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests in
equity securities of Greater China companies, which are
companies in China, Hong Kong, and Taiwan. Of these
countries, the Fund expects to invest a significant
portion of its assets, which may be greater than 50%, in
Hong Kong companies and may invest all of its assets in
Hong Kong companies or companies of either of the other
Greater China countries. The Fund may also invest in
convertible securities and equity-linked debt securities
issued or guaranteed by Greater China companies or
Greater China Governments, their agencies, or
instrumentalities. As of December 31, 1998 the Fund
had approximately ___% of its assets invested in
securities of Hong Kong companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A
Class B
Class C
MSCI All Country Asia
Pacific

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Greater China '97 Fund for 1998:]

YEAR ANNUAL RETURN

1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

<PAGE>

ALLIANCE ALL-ASIA INVESTMENT FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in securities of varied types of companies
based in Asia and in the Pacific region. The Fund
invests in equity securities, preferred stocks, and
equity-linked debt securities issues by Asian companies
and may invest more than 50% of its total assets in
equity securities of Japanese issuers. The Fund also
may invest up to 35% of its total assets in debt
securities issued or guaranteed by Asian companies or by
Asian governments, their agencies or instrumentalities,
and may invest up to 25% of its net assets in
convertible securities. At December 31, 1998, the Fund
had approximately ___% of its total assets invested in
securities of Japanese companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A % %
Class B % %
Class C % %
MSCI All Country Asia
Pacific Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance All-Asia Investment Fund from 1994 through
1998:]

YEAR ANNUAL RETURN

1994* 0.10%
1995 10.21%
1996 4.58%
1997 -35.10%
1998

* Cumulative return since inception (11/28/94).

<PAGE>

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE GLOBAL ENVIRONMENT FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investment of substantially
all of its assets in equity securities of companies in
the environmental sector.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in environmental companies, which are
companies whose principal business involves the sale of
environmental protection systems or services. The Fund
also invests in companies whose principal business lies
outside the environmental sector but anticipate
environmental regulations or consumer preferences
through the development of new products, services, or
services that would contribute to a cleaner and
healthier environment. The Fund will invest
substantially all of its assets in these two types of
companies. The Fund invests in securities of companies
in at least three, and normally considerably more,
countries. At December 31, 1998, the Fund had
approximately 82% invested in equity securities of U.S.
companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % N/A N/A
Class C N/A N/A N/A
S&P 500 Index

Bar Chart

The annual returns in the bar chart are for the Fund's Class A
shares and do not reflect sales loads. If sales loads were
reflected, returns would be less than those shown.

<PAGE>

[GRAPHIC - A bar chart illustrates the annual return for Class A
shares of Alliance Global Environment Fund from 1990 through
1998:]

YEAR ANNUAL RETURN

1990* -5.48%
1991 6.17%
1992 -15.33%
1993 -0.44%
1994 -2.12%
1995 19.30%
1996 31.60%
1997 18.73%
1998

* Cumulative return since inception (6/1/90).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

SUMMARY OF PRINCIPAL RISKS

The value of an investment in a Fund changes with the values of
that Fund's investments. Many factors can affect those values.
In this summary, we describe the principal risks that may affect
a Fund's portfolio as a whole. These risks and the Funds subject
to the risks appear in a chart at the end of the section. All
Funds could be subject to additional principal risks because the
types of investments made by each Fund can change over time.
This Prospectus has additional descriptions of investments that
appear in bold type in the discussions under "Additional
Investment Practices" or "Risk Considerations." These sections
also include more information about the Funds, their investments,
and related risks.

-- MARKET RISK This is the risk that the value of a Fund's
investments will fluctuate as the stock or bond markets
fluctuate and that prices overall will decline over
short or longer-term periods. All of the Alliance Stock
Funds are subject to market risk. Market risk also can
apply to a particular industry sector and type of issuer
and includes risks associated with investing substantial
amounts in companies located in specific countries or
geographic regions. Factors affecting that sector,
issuer, or region could have a major effect on the value
of a Fund's investments. While any Fund is subject to

<PAGE>

specific market risk to the extent it invests in a
specific market, Alliance Stock Funds that are
particularly subject to this risk are:

- PARTICULAR INDUSTRIES: Technology Fund, Global
Environment Fund, Utility Income Fund, and Real
Estate Investment.

- TYPES OF ISSUERS: Alliance Fund and Growth Fund
(medium capitalization or mid-cap companies),
Technology Fund (companies using new technology),
Worldwide Privatization Fund (companies converting
to private sector ownership), and Global Small Cap
Fund (smaller, less seasoned companies or small cap
companies).

- COUNTRIES OR GEOGRAPHIC REGIONS: International
Fund, Worldwide Privatization Fund, New Europe
Fund, All-Asia Investment Fund, and Greater China
'97 Fund.

-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the value of a Fund's
investments in income-producing or fixed-income or debt
securities. Increases in interest rates may cause the
value of a Fund's investments to decline. Interest rate
risk is applicable to Funds that invest in fixed income
securities and is greater for those Alliance Funds that
invest a substantial portion of their assets in fixed-
income or debt securities such as Balanced Shares,
Utility Income Fund, and Growth and Income Fund.

Interest rate risk is greater for those Funds that
invest in lower-rated securities or comparable unrated
securities such as Utility Income Fund. Real Estate
Investment Trust, which invests in mortgage-backed
securities, is more susceptible to changes in interest
rates. Real Estate Investment Trust also has more
exposure to interest rate risk because it invests in
real estate industry companies.

-- CREDIT RISK This is the risk that the issuer of a
security will be unable or unwilling to make timely
payments of interest or principal, or to otherwise honor
its obligations. The degree of risk for a particular
security may be reflected in its credit rating. Credit
risk is applicable to Funds that invest in fixed-income
securities and is greater for those Alliance Stock Funds
that invest a substantial portion of their assets in
lower-rated securities, such as Utility Income Fund.

<PAGE>

-- FOREIGN RISK This is the risk of investments in issuers
located in foreign countries. All Alliance Stock Funds
with foreign investments are subject to this risk,
including, in particular, International Fund, Worldwide
Privatization Fund, New Europe Fund, All-Asia Investment
Fund, Greater China '97 Fund, Global Small Cap Fund, and
Global Environment Fund. Funds investing in foreign
securities may experience more rapid and extreme changes
in value than Funds with investments solely in
securities of U.S. companies. This is because the
securities markets of many foreign countries are
relatively small, with a limited number of companies
representing a small number of industries.
Additionally, foreign securities issuers are usually not
subject to the same degree of regulation as U.S.
issuers. Reporting, accounting, and auditing standards
of foreign countries differ, in some cases
significantly, from U.S. standards. Also,
nationalization, expropriation or confiscatory taxation,
currency blockage, or political changes or diplomatic
developments could adversely affect a Fund's investments
in a foreign country. In the event of nationalization,
expropriation, or other confiscation, a Fund could lose
its entire investment.

-- CURRENCY RISK This is the risk that fluctuations in the
exchange rates between the U.S. dollar and foreign
currencies may negatively affect the value of a Fund's
investments. Funds with foreign investments are subject
to this risk, including, in particular, International
Fund, Worldwide Privatization Fund, New Europe Fund,
All-Asia Investment Fund, Greater China '97 Fund, Global
Small Cap Fund, and Global Environment Fund.

-- MANAGEMENT RISK Each Alliance Stock Fund is subject to
management risk because it is an actively managed
investment portfolio. Alliance will apply its
investment techniques and risk analyses in making
investment decisions for the Funds, but there is no
guarantee that its techniques will produce the intended
result.

-- FOCUSED PORTFOLIO RISK Funds, such as Premium Growth
and International Premium Growth, that invest in a
limited number of companies may have more risk because
changes in the value of a single security may have a
more significant effect, either negative or positive, on
the Fund's net asset value. Similarly, Greater China
'97 Fund may have more risk because it is "non-
diversified" meaning that it invests its assets in a
smaller number of companies than many other
international funds.

<PAGE>

-- ALLOCATION RISK Balanced Shares has the risk that
allocation of its investments between equity and debt
securities may have a more significant effect on the
Fund's net asset value when one of these asset classes
is performing more poorly than the other.

<PAGE>

PRINCIPAL RISKS BY FUND

The following chart summarizes the Principal Risks of each Fund.
Risks not marked for a particular Fund may, however, still apply
to some extent to that fund at various times.

INTEREST FOCUSED ALLO-
MARKET RATE CREDIT FOREIGN CURRENCY MANAGEMENT PORTFOLIO CATION
FUND RISK RISK RISK RISK RISK RISK RISK RISK

ALLIANCE
FUND X X

ALLIANCE
GROWTH
FUND X X

ALLIANCE
PREMIER
GROWTH
FUND X X X

ALLIANCE
TECHNOLOGY
FUND X X

ALLIANCE
QUASAR
FUND X X

ALLIANCE
INTERNATIONAL
FUND X X X X

ALLIANCE
INTERNATIONAL
PREMIER
GROWTH
FUND X X X X X

ALLIANCE
WORLDWIDE
PRIVATIZATION
FUND X X X X

ALLIANCE
NEW EUROPE
FUND X X X X

<PAGE>

ALLIANCE
ALL-ASIA
INVESTMENT
FUND X X X X

ALLIANCE
GREATER
CHINA
'97 FUND X X X X X

ALLIANCE
GLOBAL
SMALL CAP
FUND X X X X

ALLIANCE
GLOBAL
ENVIRONMENT
FUND X X X X

ALLIANCE
BALANCED
SHARES X X X X X

ALLIANCE
UTILITY
INCOME
FUND X X X X X X

ALLIANCE
GROWTH AND
INCOME
FUND X X X X X X

ALLIANCE
REAL ESTATE
INVESTMENT
FUND X X X

EXPENSE INFORMATION

This table describes the fees and expenses that you may pay if
you buy and hold shares of the Funds.

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A CLASS B CLASS C
SHARES SHARES SHARES

Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price) 4.25% None None

Maximum Deferred Sales Charge None 4.0% during 1.0% during
(Load) (as a percentage of the 1st the 1st
original purchase price year, year, 0%
or redemption proceeds, decreasing thereafter
whichever is lower) 1.0%
annually to
0% after the
4th year*

Exchange Fee None None None

* Class B Shares of every Fund automatically convert to Class A
Shares after 8 years.

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) AND EXAMPLE

The example is to help you compare the cost of investing in the
Fund with the cost of investing in other funds. It assumes that
you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. It
also assumes that your investment has a 5% return each year and
that the Fund's operating expenses stay the same. Your actual
costs may be higher or lower.

<TABLE>
<CAPTION>
OPERATING EXPENSES EXAMPLES

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PREMIER GROWTH CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 1.00% 1.00% 1.00% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .33% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

<PAGE>

GROWTH CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .75% .75% .75% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

TECHNOLOGY CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 1.11% 1.11% 1.11% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

QUASAR CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 1.15% 1.15% 1.15% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .21% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

ALLIANCE FUND CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .70% .70% .70% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .19% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

GROWTH AND INCOME CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .51% .51% .51% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .21% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

BALANCED SHARES CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .63% .63% .63% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .24% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

<PAGE>

UTILITY INCOME CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 0.00% 0.00% 0.00% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Waiver and/or Expense
Reimbursement (a) % % %
Net Expenses % % %

REAL ESTATE INVESTMENT CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees % % % After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees % % % After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

NEW EUROPE CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 1.07% 1.07% 1.07% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

WORLDWIDE PRIVATIZATION CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees 1.00% 1.00% 1.00% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Net Expenses % % %

INTERNATIONAL PREMIER GROWTH CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees % % % After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees % % % After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Waiver and/or Expense
Reimbursement (a) % % %
Net Expenses % % %

GLOBAL SMALL CAP CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

<PAGE>

INTERNATIONAL CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .92% .92% .92% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .17% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Waiver and/or Expense
Reimbursement (a) % % %
Net Expenses % % %

GREATER CHINA '97 CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

ALL-ASIA INVESTMENT CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

Management Fees .75% .75% .75% After 1 Yr. $ $ $ $ $
Rule 12b-1 Fees .30% 1.00% 1.00% After 3 Yrs. $ $ $ $ $
Other Expenses % % % After 5 Yrs. $ $ $ $ $
Administration Fees
Total Fund Operating Expenses % % % After 10 Yrs. $ $(b) $(b) $ $
Waiver and/or Expense
Reimbursement (a) % % %
Net Expenses % % %

GLOBAL ENVIRONMENT CLASS A CLASS B CLASS C CLASS A CLASS B+ CLASS B++ CLASS C+ CLASS C++

<FN>
+ Assumes redemption at end of period.
++ Assumes no redemption at end of period.
(a) Reflects Alliance's waiver of a portion of its advisory fee
and/or reimbursement of a portion of the Fund's operating
expenses. The level of waiver or reimbursement may be
changed upon 60 days' notice to the Fund.
(b) Assumes Class B shares convert to Class A after eight years.
</TABLE>

<PAGE>

GLOSSARY

This Prospectus uses the following terms.

TYPES OF SECURITIES

CONVERTIBLE SECURITIES are fixed-income securities that are
convertible into common stock.

DEBT SECURITIES are bonds, debentures, notes, bills, loans, other
direct debt instruments, and other fixed, floating and variable
rate debt obligations, but do not include convertible securities.

DEPOSITARY RECEIPTS include American Depositary Receipts
("ADRS"), Global Depositary Receipts ("GDRS") and other types of
depositary receipts.

EQUITY SECURITIES include (i) common stocks, partnership
interests, business trust shares and other equity or ownership
interests in business enterprises, and (ii) securities
convertible into, and rights and warrants to subscribe for the
purchase of, such stocks, shares and interests.

FIXED-INCOME SECURITIES are debt securities and dividend-paying
preferred stocks and include floating rate and variable rate
instruments.

FOREIGN GOVERNMENT SECURITIES are securities issued or
guaranteed, as to payment of principal and interest, by
governments, quasi-governmental entities, governmental agencies
or other governmental entities.

QUALIFYING BANK DEPOSITS are certificates of deposit, bankers'
acceptances and interest-bearing savings deposits of banks that
have total assets of more than $1 billion and are members of the
Federal Deposit Insurance Corporation.

RULE 144A SECURITIES are securities that may be resold under Rule
144A under the Securities Act.

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by
the United States Government, its agencies or instrumentalities.

TYPES OF COMPANIES

ASIAN COMPANY is an entity that (i) is organized under the laws
of an Asian country and conducts business in an Asian country,
(ii) derives 50% or more of its total revenues from business in
Asian countries, or (iii) issues equity or debt securities that
are traded principally on a stock exchange in an Asian country.

<PAGE>

ASIAN COUNTRIES are Australia, the Democratic Socialist Republic
of Sri Lanka, the Hong Kong Special Administrative Region of the
People's Republic of China (Hong Kong), the Islamic Republic of
Pakistan, Japan, the Kingdom of Thailand, Malaysia, Negara Brunei
Darussalam (Brunei), New Zealand, the People's Republic of China,
the People's Republic of Kampuchea (Cambodia), the Republic of
China (Taiwan), the Republic of India, the Republic of Indonesia,
the Republic of Korea (South Korea), the Republic of the
Philippines, the Republic of Singapore, the Socialist Republic of
Vietnam and the Union of Myanmar.

BENEFICIARY COMPANIES are Eligible Companies whose principal
businesses lie outside the environmental sector but nevertheless
anticipate environmental regulations or consumer preferences
through the development of new products, processes or services
that are intended to contribute to a cleaner and healthier
environment, such as companies that anticipate the demand for
plastic substitutes, aerosol substitutes, alternative fuels and
processes that generate less hazardous waste.

ELIGIBLE COMPANIES are companies expected to benefit from
advances or improvements in products, processes or services
intended to foster the protection of the environment.

ENVIRONMENTAL COMPANIES are Eligible Companies that have a
principal business involving the sale of systems or services
intended to foster environmental protection, such as waste
treatment and disposal, remediation, air pollution control and
recycling.

GREATER CHINA COMPANY is an entity that (i) is organized under
the laws of a Greater China country and conducts business in a
Greater China country, (ii) derives 50% or more of its total
revenues from businesses in Greater China countries, or
(iii) issues equity or debt securities that are traded
principally on a stock exchange in a Greater China country. A
company of a particular Greater China country is a company that
meets any of these criteria with respect to that country.

GREATER CHINA COUNTRIES are the People's Republic of China
("China"), the Hong Kong Special Administrative Region of the
People's Republic of China ("Hong Kong") and the Republic of
China ("Taiwan").

NON-U.S. COMPANY is an entity that (i) is organized under the
laws of a foreign country and conducts business in a foreign
country, (ii) derives 50% or more of its total revenues from
business in foreign countries, or (iii) issues equity or debt
securities that are traded principally on a stock exchange in a
foreign country.

<PAGE>

RATING AGENCIES, RATED SECURITIES, AND INDEXES

DUFF & PHELPS is Duff & Phelps Credit Rating Co.

EAFE INDEX is Morgan Stanley Capital International Europe,
Australasia and Far East ("EAFE") Index.

FITCH is Fitch IBCA, Inc.

INVESTMENT GRADE SECURITIES are fixed-income securities rated Baa
and above by Moody's or B and above by S&P, Duff & Phelps or
Fitch, or determined by Alliance to be of equivalent quality.

LOWER-RATED SECURITIES are fixed-income securities rated Ba or
below by Moody's or BB or below by S&P, Duff & Phelps or Fitch,
or determined by Alliance to be of equivalent quality, and are
commonly referred to as "JUNK BONDS."

MOODY'S is Moody's Investors Service, Inc.

PRIME COMMERCIAL PAPER is commercial paper rated Prime 1 by
Moody's or A-1 or higher by S&P or, if not rated, issued by
companies that have an outstanding debt issue rated Aa or higher
by Moody's or AA or higher by S&P.

S&P is Standard & Poor's Ratings Services.

S&P 500 INDEX is S&P's 500 Composite Stock Price Index, a widely
recognized unmanaged index of market activity.

OTHER

1940 ACT is the Investment Company Act of 1940, as amended.

CODE is the Internal Revenue Code of 1986, as amended.

COMMISSION is the Securities and Exchange Commission.

EXCHANGE is the New York Stock Exchange.

SECURITIES ACT is the Securities Act of 1933, as amended.

_______________________________________________________________

DESCRIPTION OF THE FUNDS
_______________________________________________________________

This section of the Prospectus provides a more complete
description of the principal investment objectives, strategies,
and risks of the Alliance Stock Funds. Of course, there can be
no assurance that any Fund will achieve its investment objective.

<PAGE>

Please note that:

- -- Additional discussion of the Funds' investments, including
the risks of the investments, can be found in the discussion
under DESCRIPTION OF INVESTMENT PRACTICES following this
section.

- -- The description of the principal risks for a Fund may include
risks defined in the SUMMARY OF RISKS above. Additional
information about risks of investing in a Fund can be found
in the discussion under ADDITIONAL RISK CONSIDERATIONS.

- -- Additional descriptions of each Fund's strategies,
investments, and risks can be found in the Fund's Statement
of Additional Information or SAI.

- -- Except as noted, (i) the Funds' investment objectives are
"fundamental" and cannot be changed without shareholder vote,
and (ii) the Funds' investment policies are not fundamental
and thus can be changed without a shareholder vote.

INVESTMENT OBJECTIVES AND POLICIES

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital
appreciation a range of alternative approaches to investing in
the U.S. equity markets.

ALLIANCE PREMIER GROWTH FUND

Premier Growth Fund seeks long-term growth of capital by
investing predominantly in the equity securities of a limited
number of large, carefully selected, high-quality U.S. companies
that are judged likely to achieve superior earnings growth. As a
matter of fundamental policy, the Fund normally invests at least
85% of its total assets in the equity securities of U.S.
companies. A U.S. company is a company that is organized under
United States law, has its principal office in the United States
and issues equity securities that are traded principally in the
United States. Normally, about 40-50 companies will be
represented in the Fund's portfolio, with the 25 most highly
regarded of these companies usually constituting approximately
70% of the Fund's net assets. The Fund is thus atypical from most
equity mutual funds in its focus on a relatively small number of
intensively researched companies. The Fund is designed for those
seeking to accumulate capital over time with less volatility than
that associated with investment in smaller companies.

Alliance's investment strategy for the Fund emphasizes stock
selection and investment in the securities of a limited number of
issuers. Alliance relies heavily upon the fundamental analysis

<PAGE>

and research of its large internal research staff, which
generally follows a primary research universe of more than 600
companies that have strong management, superior industry
positions, excellent balance sheets and superior earnings growth
prospects. An emphasis is placed on identifying companies whose
substantially above average prospective earnings growth is not
fully reflected in current market valuations.

In managing the Fund, Alliance seeks to utilize market volatility
judiciously (assuming no change in company fundamentals),
striving to capitalize on apparently unwarranted price
fluctuations, both to purchase or increase positions on weakness
and to sell or reduce overpriced holdings. The Fund normally
remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines,
while adding to positions in favored stocks, the Fund becomes
somewhat more aggressive, gradually reducing the number of
companies represented in its portfolio. Conversely, in rising
markets, while reducing or eliminating fully valued positions,
the Fund becomes somewhat more conservative, gradually increasing
the number of companies represented in its portfolio. Alliance
thus seeks to gain positive returns in good markets while
providing some measure of protection in poor markets.

Alliance expects the average market capitalization of companies
represented in the Fund's portfolio normally to be in the range,
or in excess, of the average market capitalization of companies
included in the S&P 500.

The Fund also may:

- -- invest up to 20% of its net assets in convertible securities
of companies whose common stocks are eligible for purchase by
it;

- -- invest up to 5% of its net assets in rights or warrants;

- -- invest up to 15% of its total assets in securities of foreign
issuers whose common stocks are eligible for purchase by it;

- -- purchase and sell exchange-traded index options and stock
index futures contracts; and

- -- write covered exchange-traded call options on its securities
of up to 15% of its total assets, and purchase and sell
exchange-traded call and put options on common stocks written
by others of up to, for all options, 10% of its total assets.

Because the Fund invests in a smaller number of securities than
many other equity funds, your investment also has the risk that
changes in the value of a single security may have a more

<PAGE>

significant effect, either negative or positive, on the Fund's
net asset value.

ALLIANCE GROWTH FUND

Alliance Growth Fund seeks long-term growth of capital. Current
income is only an incidental consideration. The Fund seeks to
achieve its objective by investing primarily in equity securities
of companies with favorable earnings outlooks, which have long-
term growth rates that are expected to exceed that of the U.S.
economy over time. The Fund's investment objective is not
fundamental.

The Fund also may invest up to 25% of its total assets in lower-
rated fixed-income and convertible bonds. The Fund generally
will not invest in securities rated at the time of purchase below
Caa- by Moody's and CCC- by S&P, Duff & Phelps or Fitch or in
securities judged by Alliance to be of comparable investment
quality. However, from time to time, the Fund may invest in
securities rated in the lowest grades (i.e., C by Moody's or D or
equivalent by S&P, Duff & Phelps or Fitch), or securities
Alliance judges to be of comparable investment quality, if there
are prospects for an upgrade or a favorable conversion into
equity securities. If the credit rating of a security held by
the Fund falls below its rating at the time of purchase (or
Alliance determines that the credit quality of the security has
deteriorated), the Fund may continue to hold the security if such
investment is considered appropriate under the circumstances.

The Fund also may:

- -- invest in zero-coupon and payment-in-kind bonds;

- -- invest in foreign securities although not generally in excess
of 15% of its total assets;

- -- buy or sell foreign currencies, options on foreign
currencies, foreign currency futures contracts (and related
options) and deal in forward foreign exchange contracts;

- -- make loans of portfolio securities of up to 25% of its total
assets;

- -- enter into repurchase agreements of up to 25% of its total
assets;

- -- purchase and sell securities on a forward commitment basis;

- -- buy and sell stock index futures contracts and options on
those contracts and on stock indices;

<PAGE>

- -- purchase and sell futures contracts and options on futures
and U.S. Treasury securities;

- -- write covered call and put options; and

- -- purchase and sell put and call options.

ALLIANCE TECHNOLOGY FUND

Alliance Technology Fund emphasizes growth of capital and invests
for capital appreciation. Current income is only an incidental
consideration. The Fund may seek income by writing listed call
options. The Fund invests primarily in securities of companies
expected to benefit from technological advances and improvements
(i.e., companies that use technology extensively in the
development of new or improved products or processes). The Fund
will normally have at least 80% of its assets invested in the
securities of these companies. The Fund normally will have
substantially all its assets invested in equity securities, but
it also invests in debt securities offering an opportunity for
price appreciation. The Fund will invest in listed and unlisted
securities, in U.S. securities and up to 10% of its total assets
in foreign securities.

The Fund's policy is to invest in any company and industry and in
any type of security with potential for capital appreciation. It
invests in well-known and established companies and in new and
unseasoned companies.

The Fund also may:

- -- write covered call options on its securities of up to 15% of
its total assets and purchase exchange-listed call and put
options, including exchange-traded index put options of up
to, for all options, 10% of its total assets;

- -- invest up to 10% of its total assets in warrants; and

- -- make loans of portfolio securities of up to 30% of its total
assets.

Because the Fund invests primarily in technology companies,
factors affecting those types of companies could have a
significant effect on the Fund's net asset value. In addition,
the Fund's investments in technology stocks, especially those of
smaller, less-seasoned companies, tend to be more volatile than
the overall market. The Fund's investments in debt and foreign
securities have credit risk and foreign risk.

<PAGE>

ALLIANCE QUASAR FUND

Alliance Quasar Fund seeks growth of capital by pursuing
aggressive investment policies. The Fund invests for capital
appreciation and only incidentally for current income. Selecting
securities based on the possibility of appreciation cannot
prevent loss in value. Moreover, because the Fund's investment
policies are aggressive, an investment in the Fund is risky and
investors who want assured income or preservation of capital
should not invest in the Fund.

The Fund invests in any company and industry and in any type of
security with potential for capital appreciation. It invests in
well-known and established companies and in new and unseasoned
companies. When selecting securities for the Fund, Alliance
considers the economic and political outlook, the values of
specific securities relative to other investments, trends in the
determinants of corporate profits and management capability and
practices.

The Fund invests principally in equity securities, but it also
invests to a limited degree in non-convertible bonds and
preferred stocks. The Fund invests in listed and unlisted U.S.
and foreign securities. The Fund periodically invests in special
situations, which occur when the securities of a company are
expected to appreciate due to a development particularly or
uniquely applicable to that company regardless of general
business conditions or movements of the market as a whole.

The Fund also may:

- -- make short sales of securities against the box but not more
than 15% of its net assets may be deposited on short sales;
and

- -- write covered call options of up to 15% of its total assets
and purchase and sell put and call options written by others
of up to, for all options, 10% of its total assets.

Investments in smaller companies may have more risk because they
tend to be more volatile than the overall stock market. The
Fund's investments in non-convertible bonds, preferred stocks,
and foreign stocks may have credit risk and foreign risk.

THE ALLIANCE FUND

The Alliance Fund seeks long-term growth of capital and income
primarily through investment in common stocks. The Fund normally
invests substantially all of its assets in common stocks that
Alliance believes will appreciate in value. The Fund also may
invest in other types of securities such as convertible
securities, investment grade instruments, U.S. Government

<PAGE>

securities and high quality, short-term obligations such as
repurchase agreements, bankers' acceptances and domestic
certificates of deposit, and may invest without limit in foreign
securities. The Fund generally does not effect portfolio
transactions in order to realize short-term trading profits or
exercise control.

The Fund also may:

- -- write exchange-traded covered call options on up to 25% of
its total assets;

- -- make secured loans of portfolio securities equal in value up
to 25% of its total assets to brokers, dealers and financial
institutions;

- -- enter into repurchase agreements of up to seven days'
duration with commercial banks, but only if those agreements
together with any restricted securities and any securities
which do not have readily available market quotations do not
exceed 10% of its net assets;

While the diversification and generally high quality of the
Fund's investments cannot prevent fluctuations in market values,
they tend to limit investment risk and contribute to achieving
the Fund's objective.

TOTAL RETURN FUNDS

The Total Return Funds provide a range of investment alternatives
to investors seeking both growth of capital and current income.

ALLIANCE GROWTH AND INCOME FUND

Alliance Growth and Income Fund seeks appreciation through
investments primarily in dividend-paying common stocks of good
quality. The Fund also may invest fixed-income securities and
convertible securities.

The Fund also may try to realize income by writing covered call
options listed on domestic securities exchanges. The Fund also
invests in foreign securities. Since the purchase of foreign
securities entails certain political and economic risks, the Fund
restricts its investments in these securities to issues of high
quality. The Fund also may also purchase and sell financial
forward and futures contracts and options on these securities for
hedging purposes.

<PAGE>

ALLIANCE BALANCED SHARES

Alliance Balanced Shares seeks a high return through a
combination of current income and capital appreciation. Although
the Funds investment objective is not fundamental, the Fund is a
"balanced" fund as a matter of fundamental policy. The Fund
invests in equity securities of high-quality, financially strong,
dividend-paying companies. Normally, the Fund's investments will
consist of about 60% in stocks, but stocks may make up to 75% of
its investments. The Fund will invest at least 25% of its total
assets in investment grade debt securities. These investments
may include short- and long-term debt securities, preferred
stocks, and convertible debt securities and convertible preferred
stocks to the extent that their values are attributable to their
fixed-income characteristics. Other than this restriction, the
percentage of the Fund's assets invested in each type of security
will vary.

The Fund invests in U.S. Government securities, bonds, senior
debt securities, and preferred and common stocks in such
proportions and of such type as Alliance deems best adapted to
the current economic and market outlooks. The Fund may invest up
to 15% of the value of its total assets in foreign equity and
fixed-income securities eligible for purchase by the Fund under
its investment policies described above.

The Fund also may:

- -- enter into contracts for the purchase or sale for future
delivery of foreign currencies;

- -- purchase and write put and call options on foreign currencies
and enter into forward foreign currency exchange contracts
for hedging purposes

- -- subject to market conditions, write covered call options
listed on a domestic exchange to realize income.

As a balanced fund, the Fund has the risk that the allocation of
its investments between equity and debt securities may have a
more significant effect on the Fund's net asset value when one on
these asset classes is performing more poorly than the other.

ALLIANCE UTILITY INCOME FUND

Alliance Utility Income Fund seeks current income and capital
appreciation by investing primarily in equity and fixed-income
securities of companies in the utilities industry. As a
fundamental policy, the Fund normally invests at least 65% of its
total assets in securities of companies in the utilities
industry.

<PAGE>

The utilities industry consists of companies engaged in:

- -- the manufacture, production, generation, provision,
transmission, sale and distribution of gas and electric
energy, and communications equipment and services, including
telephone, telegraph, satellite, microwave, and other
companies providing communication facilities for the public;
or

- -- the provision of other utility or utility-related goods and
services, including, but not limited to, entities engaged in
water provision, cogeneration, waste disposal system
provision, solid waste electric generation, independent power
producers, and non-utility generators.

The Fund seeks to take advantage of the characteristics and
historical performance of securities of utility companies, many
of which pay regular dividends and increase their common stock
dividends over time. The Fund considers a company to be in the
utilities industry if, during the most recent twelve-month
period, at least 50% of the company's gross revenues, on a
consolidated basis, were derived from its utilities activities.

The Fund may invest in securities of both U.S. and foreign
issuers, although the Fund will invest no more than 15% of its
total assets in issuers in any one foreign country. The Fund
invests at least 65% of its total assets in income-producing
securities, but there is otherwise no limit on the allocation of
the Fund's investments between equity securities and fixed-income
securities. The Fund may invest up to 35% of its net assets in
lower-rated securities. The Fund will not retain a security that
is downgraded below B or determined by Alliance to have undergone
similar credit quality deterioration following purchase.

The Fund may invest up to 35% of its total assets in equity and
fixed-income securities of domestic and foreign corporate and
governmental issuers other than utility companies. These
securities include U.S. Government securities and repurchase
agreements for those securities, foreign government securities,
corporate fixed-income securities of domestic issuers, corporate
fixed-income securities of foreign issuers denominated in foreign
currencies or in U.S. dollars (in each case including fixed-
income securities of an issuer in one country denominated in the
currency of another country), qualifying bank deposits and prime
commercial paper.

The Fund also may:

- -- invest up to 30% of its net assets in the convertible
securities of companies whose common stocks are eligible for
purchase by the Fund;

<PAGE>

- -- invest up to 5% of its net assets in rights or warrants;

- -- invest in depositary receipts, securities of supranational
entities denominated in the currency of any country,
securities denominated in European Currency Units and "semi-
governmental securities;"

- -- write covered call and put options, purchase call and put
options on securities of the types in which it is permitted
to invest that are exchange-traded and over-the-counter, and
write uncovered call options for cross-hedging purposes;

- -- purchase and sell exchange-traded options on any securities
index composed of the types of securities in which it may
invest;

- -- enter into contracts for the purchase or sale for future
delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices, including an index of
U.S. Government securities, foreign government securities,
corporate fixed-income securities, or common stock, and may
purchase and write options on futures contracts;

- -- purchase and write call and put options on foreign currencies
traded on U.S. and foreign exchanges or over-the-counter for
hedging purposes;

- -- purchase or sell forward contracts;

- -- enter into interest rate swaps and purchase or sell interest
rate caps and floors;

- -- enter into forward commitments for the purchase or sale of
securities;

- -- enter into standby commitment agreements;

- -- enter into repurchase agreements for U.S. Government
securities;

- -- make short sales of securities or maintain a short position;
and

- -- make secured loans of portfolio securities of up to 20% of
its total assets.

The Fund's principal risks include its investing primarily in
electric utility companies. Factors affecting that industry
sector can have a significant effect on the Fund's net asset
value. The United States utilities industry has experienced
significant changes in recent years. Electric utility companies
in general have been favorably affected by lower fuel costs, the

<PAGE>

full or near completion of major construction programs and lower
financing costs. In addition, many utility companies have
generated cash flows in excess of current operating expenses and
construction expenditures, permitting some degree of
diversification into unregulated businesses. Regulatory changes,
however, could increase costs or impair the ability of nuclear
and conventionally fueled generating facilities to operate their
facilities and reduce their ability to make dividend payments of
their securities. Rates of return of utility companies generally
are subject to review and limitation by state public utilities
commissions and tend to fluctuate with marginal financing costs.
Rate changes ordinarily lag behind changes in financing costs and
can favorably or unfavorably affect the earnings or dividend pay-
outs of utilities stocks depending upon whether the rates and
costs are declining or rising.

Gas transmission companies, gas distribution companies and
telecommunications companies are also undergoing significant
changes. Declines in the prices of alternative fuels have
adversely affected gas utilities. Oversupply conditions and
competition also have affected gas utilities. Telephone
utilities are still experiencing the effects of the break-up of
American Telephone & Telegraph Company, including increased
competition and rapidly developing technologies with which
traditional telephone companies now compete. Although there can
be no assurance that increased competition and other structural
changes will not adversely affect the profitability of gas and
telephone utilities, or that other negative factors will not
develop in the future, in Alliance's opinion, increased
competition and change may provide better positioned utility
companies with opportunities for enhanced profitability.

Utility companies historically have been subject to the risks of
increases in fuel and other operating costs, high interest costs,
costs associated with compliance with environmental and nuclear
safety regulations, service interruptions, economic slowdowns,
surplus capacity, competition and regulatory changes. There can
also be no assurance that regulatory policies or accounting
standards changes will not negatively affect utility companies'
earnings or dividends. Utility companies are subject to
regulation by various authorities and may be affected by the
imposition of special tariffs and changes in tax laws. To the
extent that rates are established or reviewed by governmental
authorities, utility companies are subject to the risk that such
authorities will not authorize increased rates. Because of the
Fund's policy of concentrating its investments in utility
companies, the Fund is more susceptible than most other mutual
funds to economic, political or regulatory occurrences affecting
the utilities industry.

Foreign utility companies, like those in the U.S., are generally
subject to regulation, although the regulation may or may not be

<PAGE>

comparable to domestic regulations. Foreign utility companies in
certain countries may be more heavily regulated by their
respective governments than utility companies located in the U.S.
As in the U.S., utility companies generally are required to seek
government approval for rate increases. In addition, many
foreign utility companies use fuels that cause more pollution
than those used in the U.S. and may yet be required to invest in
pollution control equipment. Foreign utility regulatory systems
vary from country to country and may evolve in ways different
from regulation in the U.S. The percentage of the Fund's assets
invested in issuers of particular countries will vary.

Increases in interest rates may cause the value of the Fund's
investments to decline and the decrease in value may not be
offset by higher interest rate income. The Fund's investments in
lower-rated securities may be subject to more credit risk than a
fund that invests in higher-rated securities.

ALLIANCE REAL ESTATE INVESTMENT FUND

Alliance Real Estate Investment Fund seeks a total return from
long-term growth of capital and from income principally through
investing in a portfolio of equity securities of issuers that are
primarily engaged in or related to the real estate industry.

The Fund normally invests at least 65% of its total assets in
equity securities of real estate investment trusts, or REITs, and
other real estate industry companies. A "real estate industry
company" is a company that derives at least 50% of its gross
revenues or net profits from the ownership, development,
construction, financing, management or sale of commercial,
industrial or residential real estate or interests in these
properties. The Fund invests in equity securities that include
common stock, shares of beneficial interest of REITs, and
securities with common stock characteristics, such as preferred
stock or convertible securities ("Real Estate Equity
Securities").

The Fund may invest up to 35% of its total assets in
(a) securities that directly or indirectly represent
participations in, or are collateralized by and payable from,
mortgage loans secured by real property ("Mortgage-Backed
Securities"), such as mortgage pass-through certificates, real
estate mortgage investment conduit ("REMIC") certificates and
collateralized mortgage obligations ("CMOs") and (b) short-term
investments. These instruments are described below.

In selected Real Estate Equity Securities, Alliance's analysis
will focus on determining the degree to which the company
involved can achieve sustainable growth in cash flow and dividend
paying capability. Alliance believes that the primary
determinant of this capability is the economic viability of

<PAGE>

property markets in which the company operates and that the
secondary determinant of this capability is the ability of
management to a value through strategic focus and operating
expertise. The Fund will purchase Real Estate Equity Securities
when, in the judgment of Alliance, their market price does not
adequately reflect this potential. In making this determination,
Alliance will take into account fundamental trends in underlying
property markets as determined by proprietary models, site visits
conducted by individuals knowledgeable in local real estate
markets, price-earnings ratios (as defined for real estate
companies), cash flow growth and stability, the relationship
between asset value and market price of the securities, dividend
payment history, and such other factors which Alliance may
determine from time to time to be relevant. Alliance will
attempt to purchase for the Fund Real Estate Equity Securities of
companies whose underlying portfolios are diversified
geographically and by property type.

The Fund may invest without limitation in shares of REITs. REITs
are pooled investment vehicles that invest primarily in income
producing real estate or real estate related loans or interests.
REITs are generally classified as equity REITs, mortgage REITs,
or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that
have appreciated in value. Mortgage REITs invest the majority of
their assets in real estate mortgages and derive income from the
collection of interest payments. Similar to investment companies
such as the Fund, REITs are not taxed on income distributed to
shareholders provided they comply with several requirements of
the Code. The Fund will indirectly bear its proportionate share
of expenses incurred by REITs in which the Fund invests in
addition to the expenses incurred directly by the Fund.

The Fund's investment strategy with respect to Real Estate Equity
Securities is based on the premise that property market
fundamentals are the primary determinant of growth underlying the
performance of Real Estate Equity Securities. Value and
management further distinguishes the most attractive Real Estate
Equity Securities. The Fund's research and investment process is
designed to identify those companies with strong property
fundamentals and strong management teams. This process is
comprised of real estate market research, specific property
inspection, and securities analysis. Alliance believes that this
process will result in a portfolio that will consist of Real
Estate Equity Securities of companies that own assets in the most
desirable markets across the country, diversified geographically
and by property type.

To implement the Fund's research and investment process, Alliance
has retained the consulting services of CB Richard Ellis, Inc.

<PAGE>

("CBRE"), a publicly held company and the largest real estate
services company in the United States. CBRE business includes
real estate brokerage, property and facilities management, and
real estate finance and investment advisory activities. As
consultant to Alliance, CBRE provides access to its proprietary
model, REIT-Score, which analyzes the approximately 18,000
properties owned by these 142 companies. Using proprietary
databases and algorithms, CBRE analyzes local market rent,
expense, and occupancy trends, market specific transaction
pricing, demographic and economic trends, and leading indicators
of real estate supply such as building permits. Over 1,000
asset-type specific geographic markets are analyzed and ranked on
a relative scale by CBRE in compiling its REIT-Score database.
The relative attractiveness of these real estate industry
companies is similarly ranked based on the composite rankings of
the properties they own.

The universe of property-owning real estate industry firms
consists of approximately 142 companies of sufficient size and
quality to merit consideration for investment by the Fund. Once
the universe of real estate industry companies has been distilled
through the market research process, CBRE's local market presence
provides the capability to perform site specific inspections of
key properties. This analysis examines specific location,
condition, and sub-market trends. CBRE's use of locally based
real estate professionals provides Alliance with a window on the
operations of the portfolio companies as information can
immediately be put in the context of local market events. Only
those companies whose specific property portfolios reflect the
promise of their general markets will be considered for initial
and continued investment by the Fund.

Alliance further screens the universe of real estate industry
companies by using rigorous financial models and by engaging in
regular contact with management of targeted companies. Each
management's strategic plan and ability to execute the plan are
determined and analyzed. Alliance makes extensive use of CBRE's
network of industry analysts in order to assess trends in tenant
industries. This information is then used to further interpret
management's strategic plans. Financial ratio analysis is used
to isolate those companies with the ability to make value-added
acquisitions. This information is combined with property market
trends and used to project future earnings potential.

The Fund may invest in short-term investments including:
corporate commercial paper and other short-term commercial
obligations, in each case rated or issued by companies with
similar securities outstanding that are rated Prime-1, Aa or
better by Moody's or A-1, AA or better by S&P; obligations
(including certificates of deposit, time deposits, demand
deposits and bankers' acceptances) of banks with securities
outstanding that are rated Prime-1, Aa or better by Moody's or

<PAGE>

A-1, AA or better by S&P; and obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities with
remaining maturities not exceeding 18 months.

The Fund may invest in debt securities rated BBB or higher by S&P
or Baa or higher by Moody's or, if not rated, of equivalent
credit quality as determined by Alliance. The Fund expects that
it will not retain a debt security that is downgraded below BBB
or Baa or, if unrated, determined by Alliance to have undergone
similar credit quality deterioration, subsequent to purchase by
the Fund.

The Fund also may:

- -- invest up to 10% of its net assets in rights or warrants;

- -- invest up to 15% of its net assets in convertible securities
of companies whose common stocks are eligible for purchase by
the Fund;

- -- make loans of portfolio securities of up to 25% of its total
assets;

- -- enter into repurchase agreements of up to seven days'
duration;

- -- enter into forward commitment transactions as long as the
Fund's aggregate commitments under such transactions are not
more than 30% of the Fund's total assets;

- -- enter into standby commitment agreements; and

- -- make short sales of securities or maintain a short position
but only if at all times when a short position is open not
more than 25% of the Fund's net assets (taken at market
value) is held as collateral for such sales.

Because the Fund invests a substantial portion of its assets in
the real estate market, it has many of the same risks as direct
ownership of real estate. For example, the value of real estate
could decline due to a variety of factors affecting the real
estate market generally, such as overbuilding, increases in
interest rates, or declines in rental rates. In addition, REITs
are dependent on the capability of their managers, may have
limited diversification, and could be significantly affected by
changes in tax laws.

The fund's investments in mortgage-backed securities have
prepayment risk, which is the risk that mortgage loans will be
repaid when interest rates decline and the Fund will have to
reinvest in securities with lower interest rates. This risk
causes mortgage-backed securities to have significantly greater

<PAGE>

price and yield volatility than traditional fixed-income
securities. The Fund's investments in REMICs, CMOs and other
types of mortgage-backed securities may be subject to special
risks which are described under the Additional Risks Section.

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors the opportunity to
participate in the potential for long-term capital appreciation
available from investment in foreign securities.

ALLIANCE NEW EUROPE FUND

Alliance New Europe Fund seeks long-term capital appreciation
through investment primarily in the equity securities of
companies based in Europe. The Fund intends to invest
substantially all of its assets in the equity securities of
European companies and has a fundamental policy of normally
investing at least 65% of its total assets in these securities.
Up to 35% of its total assets may be invested in high quality
U.S. dollar or foreign currency denominated fixed-income
securities issued or guaranteed by European governmental
entities, or by European or multinational companies or
supranational organizations.

Alliance believes that the quickening pace of economic
integration and political change in Europe creates the potential
for many European companies to experience rapid growth. In
addition, the emergence of new market economies in Europe and the
broadening and strengthening of other European economies may
significantly accelerate economic development. The Fund will
invest in companies that Alliance believes possess rapid growth
potential. The Fund will emphasize investments in larger,
established companies, but will also invest in smaller, emerging
companies.

In recent years, economic ties between the former "east bloc"
countries of Eastern Europe and certain other European countries
have been strengthened. Alliance believes that as this
strengthening continues, some Western European financial
institutions and other companies will have special opportunities
to facilitate East-West transactions. The Fund will seek
investment opportunities among such companies and, as such become
available, within the former "east bloc," although the Fund will
not invest more than 20% of its total assets in these companies,
or more than 10% of its total assets in issuers based in any one
country.

The Fund diversifies its investments among a number of European
countries and, under normal circumstances, will invest in
companies based in at least three of these countries. The Fund,
however, may invest without limit in a single European country.

<PAGE>

While the Fund does not intend to concentrate its investments in
a single country, at times 25% or more of its assets may be
invested in companies located in a single country. During such
times, the Fund would be subject to a correspondingly greater
risk of loss due to adverse political or regulatory developments,
or an economic downturn, within that country.

The Fund also may:

- -- invest up to 20% of its total assets in warrants and rights
to purchase equity securities of European companies;

- -- invest in depositary receipts or other securities convertible
into securities of companies based in European countries,
debt securities of supranational entities denominated in the
currency of any European country, debt securities denominated
in European Currency Units of an issuer in a European country
(including supranational issuers) and "semi-governmental
securities";

- -- purchase and sell forward contracts;

- -- write covered call or put options and sell and purchase
exchange-traded put and call options, including exchange-
traded index options;

- -- enter into financial futures contracts, including contracts
for the purchase or sale for future delivery of foreign
currencies and futures contracts based on stock indices, and
purchase and write options on futures contracts;

- -- purchase and write put options on foreign currencies traded
on securities exchanges or boards of trade or over-the-
counter;

- -- make secured loans of portfolio securities of up to 30% of
its total assets;

- -- enter into forward commitments for the purchase or sale of
securities; and

- -- enter into standby commitment agreements.

The Fund's investments in non-U.S. countries and smaller
countries may have more risk because they tend to be more
volatile than the overall stock market. To the extent the Fund
invests a substantial amount of its assets in a particular
European country, your investment has the risk that market
changes or other events affecting that country may have a more
significant effect on the Fund's net asset value. The Fund's
investments in U.S. dollar or foreign currency denominated fixed-
income securities have interest rate and credit risk.

<PAGE>

ALLIANCE WORLDWIDE PRIVATIZATION FUND

Alliance Worldwide Privatization Fund seeks long-term capital
appreciation. As a fundamental policy, the Fund invests at least
65% of its total assets in equity securities issued by
enterprises that are undergoing, or have undergone, privatization
(as described below), although normally significantly more of its
assets will be invested in such securities. The balance of its
investments will include securities of companies believed by
Alliance to be beneficiaries of privatizations. The Fund is
designed for investors desiring to take advantage of investment
opportunities, historically inaccessible to U.S. individual
investors, that are created by privatizations of state
enterprises in both established and developing economies. These
companies include those in Western Europe and Scandinavia,
Australia, New Zealand, Latin America, Asia and Eastern and
Central Europe and, to a lesser degree, Canada and the United
States.

The Fund's investments in enterprises undergoing privatization
may comprise three distinct situations. First, the Fund may
invest in the initial offering of publicly traded equity
securities (an "initial equity offering") of a government- or
state-owned or controlled company or enterprise (a "state
enterprise"). Secondly, the Fund may purchase securities of a
current or former state enterprise following its initial equity
offering. Finally, the Fund may make privately negotiated
purchases of stock or other equity interests in a state
enterprise that has not yet conducted an initial equity offering.
Alliance believes that substantial potential for capital
appreciation exists as privatizing enterprises rationalize their
management structures, operations and business strategies in
order to compete efficiently in a market economy, and the Fund
will thus emphasize investments in such enterprises.

The Fund diversifies its investments among a number of countries
and normally invests in issuers based in at least four, and
usually considerably more, countries. The Fund invests up to 15%
of its total assets in issuers in any one foreign country, except
that the Fund may invest up to 30% of its total assets in issuers
in any one of France, Germany, Great Britain, Italy and Japan.
The Fund may invest all of its assets within a single region of
the world.

Privatization is a process through which the ownership and
control of companies or assets changes in whole or in part from
the public sector to the private sector. Through privatization a
government or state divests or transfers all or a portion of its
interest in a state enterprise to some form of private ownership.
Governments and states with established economies, including
France, Great Britain, Germany and Italy, and those with
developing economies, including Argentina, Mexico, Chile,

<PAGE>

Indonesia, Malaysia, Poland and Hungary, are engaged in
privatizations. The Fund will invest in any country believed to
present attractive investment opportunities.

A major premise of the Fund's approach is that the equity
securities of privatized companies offer opportunities for
significant capital appreciation. In particular, because
privatizations are integral to a country's economic
restructuring, securities sold in initial equity offerings often
are priced attractively to secure the issuer's successful
transition to private sector ownership. Additionally, these
enterprises often dominate their local markets and typically have
the potential for significant managerial and operational
efficiency gains.

The Fund may invest up to 35% of its total assets in debt
securities and convertible debt securities of issuers whose
common stocks are eligible for purchase by the Fund. The Fund
invests up to 5% of its net assets in lower-rated securities.
The Fund will not retain a non-convertible security that is
downgraded below C or determined by Alliance to have undergone
similar credit quality deterioration following purchase.

The Fund also may:

- -- invest up to 20% of its total assets in rights or warrants;

- -- write covered call and put options, purchase put and call
options on securities of the types in which it is permitted
to invest and on exchange-traded index options, and write
uncovered options for cross-hedging purposes;

- -- enter into contracts for the purchase or sale for future
delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices, including any index of
U.S. Government securities, foreign government securities, or
common stock and may purchase and write options on future
contracts;

- -- purchase and write put and call options on foreign currencies
for hedging purposes;

- -- purchase or sell forward contracts;

- -- enter into forward commitments for the purchase or sale of
securities;

- -- enter into standby commitment agreements;

- -- enter into currency swaps for hedging purposes;

<PAGE>

- -- enter into repurchase agreements for U.S. Government
securities;

- -- make short sales of securities or maintain a short position;
and

- -- make secured loans of portfolio securities equal in value of
up to 30% of its total assets to entities with which it can
enter into repurchase agreements.

Investments in non-U.S. companies and smaller companies may have
more risk because they tend to be more volatile than the overall
stock market. The Fund's investments in debt securities and
convertible securities have interest risk and credit risk.

ALLIANCE INTERNATIONAL PREMIER GROWTH FUND

Alliance International Premier Growth Fund seeks long term
capital appreciation by investing predominately in the equity
securities of a limited number of carefully selected non-U.S.
companies that are judged likely to achieve superior earnings
growth. As a matter of fundamental policy, the Fund will invest
under normal circumstances at least 85% of its total assets in
equity securities. The Fund makes investments based upon their
potential for capital appreciation. Current income is incidental
to that objective.

In the main, the Fund's investments will be in comparatively
large, high-quality companies. Normally, about 60 companies will
be represented in the Fund's portfolio, and the 30 most highly
regarded of these companies usually will constitute approximately
70% of the Fund's net assets. The Fund thus differs from more
typical international equity mutual funds by focusing on a
relatively small number of intensively researched companies. The
Fund is designed for investors seeking to accumulate capital over
time. Because of market risks inherent in any investment, the
selection of securities on the basis of their appreciation
possibilities cannot ensure against possible loss in value, and
there is, of course, no assurance that the Fund's investment
objective will be met.

Alliance expects the average weighted market capitalization of
the companies represented in the Fund's portfolio (i.e., the
number of a company's outstanding shares multiplied by the price
per share) normally will be in the range of, or in excess of,
that of the companies comprising the EAFE Index. As of
December 31, 1998, the average weighted market capitalization of
those companies was approximately $__ billion.

Within the investment framework of the Fund, Alliance's Large Cap
Growth Group, headed by Alfred Harrison, Alliance's Vice
Chairman, has responsibility for managing the Fund's portfolio.

<PAGE>

As discussed below, in selecting the Fund's portfolio investments
Alliance's Large Cap Growth Group will follow a structured,
disciplined research and investment process that is essentially
similar to that which it employs in managing Premier Growth Fund.

In managing the Fund's assets, Alliance's investment strategy
will emphasize stock selection and investment in the securities
of a limited number of issuers. Alliance depends heavily upon
the fundamental analysis and research of its large global equity
research team situated in numerous locations around the world.
Its global equity analysts follow a research universe of
approximately 900 companies. As one of the largest multinational
investment management firms, Alliance has access to considerable
information concerning the companies in its research universe, an
in-depth understanding of the products, services, markets and
competition of these companies and a good knowledge of their
management. Research emphasis is placed on the identification of
companies whose superior prospective earnings growth is not fully
reflected in current market valuations.

Alliance constantly adds to and deletes from this universe as
fundamentals and valuations change. Alliance's global equity
analysts rate companies in three categories. The performance of
each analyst's ratings is an important determinant of his or her
incentive compensation. The equity securities of "one-rated"
companies are expected to significantly outperform the local
market in local currency terms. All equity securities purchased
for the Fund's portfolio will be selected from the universe of
approximately 100 "one-rated" companies. As noted above,
approximately 70% of the Fund's net assets will usually be
invested in the approximately 30 most highly regarded such
companies. The Fund will not concentrate more than 25% of its
total assets in any one industry. Within this limit, portfolio
emphasis upon particular industries or sectors will be a by-
product of the stock selection process rather than the result of
assigned targets or ranges.

The Fund's investments will be diversified among at least four,
and usually considerably more, countries. No more than 15% of
the Fund's total assets will be invested in issuers in any one
foreign country, except that the Fund may invest up to 25% of its
total assets in issuers in each of Canada, France, Germany,
Italy, Japan, The Netherlands, Switzerland and the United
Kingdom. Within these limits, geographic distribution of the
Fund's investments among countries or regions will also be a
product of the stock selection process rather than predetermined
allocation. To the extent that the Fund's assets will be
concentrated within one region, the Fund may be subject to any
special risks that may be associated with that region. While the
Fund may engage in currency hedging programs in periods in which
Alliance perceives extreme exchange rate risk, the Fund will not
normally make significant use of currency hedging strategies.

<PAGE>

In the management of the Fund's investment portfolio, Alliance
will seek to utilize market volatility judiciously (assuming no
change in company fundamentals) to adjust the Fund's portfolio
positions. To the extent consistent with local market liquidity
considerations, the Fund will strive to capitalize on apparently
unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings.
Under normal circumstances, the Fund will remain substantially
fully invested in equity securities and will not take significant
cash positions for market timing purposes. Rather, through
"buying into declines" and "selling into strength," Alliance
seeks superior relative returns over time.

The Fund also may:

- -- invest up to 20% of its total assets in convertible
securities of issuers whose common stocks are eligible for
purchase by the Fund;

- -- invest up to 20% of its total assets in rights or warrants;

- -- purchase and write put and call options on foreign currencies
for hedging purposes;

- -- purchase or sell forward contracts;

- -- enter into standby commitment agreements;

- -- enter into forward commitments for the purchase or sale of
securities;

- -- enter into currency swaps for hedging purposes;

- -- enter into repurchase agreements for U.S. Government
securities;

- -- make short sales of securities or maintain short positions of
no more than 5% of its net assets as collateral for short
sales; and

<PAGE>

- -- make secured loans of portfolio securities of up to 30% of
its total assets.

Because the Fund invests in a smaller number of securities than
many other equity funds, your investment also has the risk that
changes in the value of a single security may have a more
significant effect, either negative or positive, on the Fund's
net asset value.

ALLIANCE GLOBAL SMALL CAP FUND

Alliance Global Small Cap Fund seeks long-term growth of capital
through investment in a global portfolio of the equity securities
of selected companies with relatively small market
capitalization. The Fund's portfolio emphasizes companies with
market capitalizations that would have placed them (when
purchased) in about the smallest 20% by market capitalization of
actively traded U.S. companies, or market capitalizations of up
to about $1.5 billion. Because the Fund applies the U.S. size
standard on a global basis, its foreign investments might rank
above the lowest 20%, and, in fact, might in some countries rank
among the largest, by market capitalization in local markets.
Normally, the Fund invests at least 65% of its assets in equity
securities of these smaller capitalization companies. These
companies are located in at least three countries, one of which
may be the U.S. Up to 35% of the Fund's total assets may be
invested in securities of companies whose market capitalizations
exceed the Fund's size standard. The Fund's portfolio securities
may be listed on an U.S. or foreign exchange or traded
over-the-counter.

The Fund also may:

- -- invest up to 20% of its total assets in warrants to purchase
equity securities;

- -- invest in depositary receipts or other securities
representing securities of companies based in countries other
than the U.S.;

- -- purchase or sell forward foreign currency contracts;

- -- write covered call options on its securities of up to 15% of
its total assets, and purchase exchange-traded call and put
options, including put options on market indices of up to,
for all options, 10% of its total assets; and

- -- make secured loans of portfolio securities of up to 30% of
its total assets.

One of the Fund's principal risks is its investments in smaller
capitalization companies. Alliance believes that smaller

<PAGE>

capitalization companies often have sales and earnings growth
rates exceeding those of larger companies and that these growth
rates tend to cause more rapid share price appreciation.
Investing in smaller capitalization stocks, however, involves
greater risk than is associated with larger, more established
companies. For example, smaller capitalization companies often
have limited product lines, markets, or financial resources.
They may be dependent for management on one or a few key persons
and can be more susceptible to losses and risks of bankruptcy.
Their securities may be thinly traded (and therefore have to be
sold at a discount from current market prices or sold in small
lots over an extended period of time), may be followed by fewer
investment research analysts, and may be subject to wider price
swings. For these reasons, the Fund's investments may have a
greater chance of loss than investments in securities of larger
capitalization companies. In addition, transaction costs in
small capitalization stocks may be higher than in those of larger
capitalization companies.

The Fund's investments in non-U.S. companies and in smaller
companies will be more volatile and may differ substantially from
the overall market.

ALLIANCE INTERNATIONAL FUND

Alliance International Fund seeks a total return on its assets
from long-term growth of capital and from income primarily
through a broad portfolio of marketable securities of established
non-U.S. companies, companies participating in foreign economies
with prospects for growth, including U.S. companies having their
principal activities and interests outside the U.S., and foreign
government securities. Normally, the Fund will invest more than
80% of its assets in these types of companies.

The Fund expects to invest primarily in common stocks of
established non-U.S. companies that Alliance believes have
potential for capital appreciation or income or both, but the
Fund is not required to invest exclusively in common stocks or
other equity securities. The Fund may invest in any other type
of investment grade security, including convertible securities,
as well as in warrants, or obligations of the U.S. or foreign
governments and their political subdivisions.

The Fund intends to diversify its investments broadly among
countries and normally invests in at least three foreign
countries, although it may invest a substantial portion of its
assets in one or more of such countries. The Fund may invest in
companies, wherever organized, that Alliance judges have their
principal activities and interests outside the U.S. These
companies may be located in developing countries, which involves
exposure to economic structures that are generally less diverse
and mature, and to political systems which can be expected to

<PAGE>

have less stability, than those of developed countries. The Fund
currently does not intend to invest more than 10% of its total
assets in companies in, or governments of, developing countries.

The Fund also may:

- -- purchase or sell forward foreign currency exchange contracts;

- -- write covered call or put options, sell and purchase U.S. or
foreign exchange-listed put and call options, including
exchange-traded index options;

- -- enter into financial futures contracts, including contracts
for the purchase or sale for future delivery of foreign
currencies and stock index futures, and purchase and write
put and call options on futures contracts traded on U.S. or
foreign exchanges or over-the-counter;

- -- purchase and write put options on foreign currencies traded
on securities exchanges or boards of trade or over-the-
counter;

- -- make loans of portfolio securities equal in value up to 30%
of its total assets; and

- -- enter into repurchase agreements of up to seven days'
duration of up to 10% of the Fund's total assets.

Investments in non-U.S. countries may have more risk because they
tend to be more volatile than the U.S. stock market. To the
extent that the Fund invests a substantial amount of its assets
in a particular foreign country, an investment in the Fund has
the risk that market changes or other events affecting that
country may have a more significant effect, either negative or
positive, on the Fund's net asset value.

ALLIANCE GREATER CHINA '97 FUND, INC.

Alliance Greater China '97 Fund is a non-diversified investment
company that seeks long-term capital appreciation through
investment of at least 80% of its total assets in equity
securities issued by Greater China companies. The Fund expects
to invest a significant portion, which may be greater than 50%,
of its assets in equity securities of Hong Kong companies and may
invest, from time to time, all of its assets in Hong Kong
companies or companies of either of the other Greater China
countries.

In recent years, China, Hong Kong and Taiwan have each
experienced a high level of real economic growth, although growth
is expected to slow in 1998. This growth has resulted from
advantageous economic conditions, including favorable

<PAGE>

demographics, competitive wage rates, and rising per capita
income and consumer demand. Significantly, the growth has also
been fueled by an easing by both China and Taiwan of government
restrictions and an increased receptivity to foreign investment.
This expanded, if not yet complete, openness to foreign
investment extends as well to the securities markets of both
countries. Hong Kong's free-market economy has historically
included securities markets completely open to foreign
investments. All three countries have regulated stock exchanges
upon which shares of an increasing number of Greater China
companies are traded.

With its population estimated at more than 1.2 billion as a
driving force, and notwithstanding its continuing political
rigidity, China's economic growth has been coupled with
significantly reduced government economic intervention and basic
economic structural change. Recent years have seen large
increases in industrial production with a significant decline in
the state sector share of industrial output, and increased
involvement of local governmental units and the private sector in
establishing new business enterprises.

With China's growth has come an increasing direct and indirect
economic involvement of all three Greater China countries. For
some time, Hong Kong, a world financial and trade center in its
own right, with a large stock exchange and offices of many of the
world's multinational companies, has been the gateway to trade
with and foreign investment in China. With the long-awaited
transfer on July 1, 1997 of the sovereignty of Hong Kong from
Great Britain to China, not only the political but the economic
ties between China and Hong Kong are expected to continue to
intensify, with the continuation of Hong Kong's economic system
as provided for in the law governing its sovereignty.

Notwithstanding the, at times considerable, political tension
between the two countries, it is generally recognized that
substantially increased trade and investment with China has been
generated from Taiwan, in many cases through Hong Kong. Along
with this increased interaction with China, Taiwan is becoming a
regional technological and telecommunication center, while
continuing the process of opening its economy up to foreign
investment. Although geographically limited, Taiwan boasts an
economy among the world's twenty largest and its foreign exchange
reserves are third largest in the world measured in U.S. dollars.
As China's economy continues to expand, it is expected that
Taiwan's economic interaction with China will likewise increase.

Alliance believes that over the long term conditions are
favorable for continuing and expanding economic growth in all
three Greater China countries. It is this potential which the
Fund hopes to take advantage of by investing both in established

<PAGE>

and new and emerging companies. Appendix A has additional
Information about the Greater China countries.

In addition to investing in equity securities of Greater China
companies, the Fund may invest up to 20% of its total assets in
(i) debt securities issued or guaranteed by Greater China
companies or by Greater China governments, their agencies or
instrumentalities, and (ii) equity or debt securities issued by
issuers other than Greater China companies. The Fund will invest
only investment grade securities. If the Fund has an investment
in a debt security that is downgraded below investment grade or
is determined by Alliance to have undergone a similar credit
quality deterioration, the Fund will dispose of that security.

The Fund also may:

- -- invest up to 25% of its net assets in the convertible
securities of companies whose common stocks are eligible for
purchase by the Fund;

- -- invest up to 20% of its net assets in rights or warrants;

- -- invest in depositary receipts, instruments of supranational
entities denominated in the currency of any country,
securities of multinational companies and "semi-governmental
securities;"

- -- invest up to 25% of its net assets in equity-linked debt
securities with the objective of realizing capital
appreciation;

- -- invest up to 20% of its net assets in loans and other direct
debt securities;

- -- write covered call and put options, sell or purchase
exchange-traded index options, and write uncovered options
for cross-hedging purposes;

- -- enter into contracts for the purchase or sale for future
delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices, including any index of
U.S. Government securities, securities issued by foreign
government entities, or common stock, and may purchase and
write options on future contracts;

- -- purchase and write put and call options on foreign currencies
for hedging purposes;

- -- purchase or sell forward contracts;

- -- enter into interest rate swaps and purchase or sell interest
rate caps and floors;

<PAGE>

- -- enter into forward commitments for the purchase or sale of
securities;

- -- enter into standby commitment agreements;

- -- enter into currency swaps for hedging purposes;

- -- enter into repurchase agreements for u.s. government
securities;

- -- make short sales of securities or maintain a short position,
in each case only if against the box; and

- -- make secured loans of portfolio securities of up to 30% of
its total assets.

All or some of the policies and practices listed above may not be
available to the Fund in the Greater China countries and the Fund
will utilize these policies only to the extent permissible.

The Fund's investments in Greater China companies will be
significantly more volatile and differ from the overall market.
Your investment also has the risk that market changes or other
events affecting the Greater China countries may have a more
significant effect on the Fund's net asset value. In addition
the Fund is "nondiversified" meaning that it invests its assets
in a smaller number of companies than many other international
funds. As a result, changes in the value of a single security
may have a more significant effect, either negative or positive,
on the Fund's net asset value.

ALLIANCE ALL-ASIA INVESTMENT FUND

Alliance All-Asia Investment Fund's investment objective is long-
term capital appreciation. The Fund will invest at least 65% of
its total assets in equity securities (for the purposes of this
investment policy, rights, warrants and options to purchase
common stocks are not deemed to be equity securities), preferred
stocks and equity-linked debt securities issued by Asian
companies. The Fund may invest up to 35% of its total assets in
debt securities issued or guaranteed by Asian companies or by
Asian governments, their agencies or instrumentalities. The Fund
will invest at least 80% of its total assets in Asian companies
and Asian debt securities but also may invest in securities
issued by non-Asian issuers. The Fund expects to invest, from
time to time, a significant portion, which may be in excess of
50%, of its assets in equity securities of Japanese companies.

In the past decade, Asian countries generally have experienced a
high level of real economic growth due to political and economic
changes, including foreign investment and reduced government
intervention in the economy. Alliance believes that certain

<PAGE>

conditions exist in Asian countries that create the potential for
continued rapid economic growth. These conditions include
favorable demographics and competitive wage rates, increasing
levels of foreign direct investment, rising per capita incomes
and consumer demand, a high savings rate, and numerous
privatization programs. Asian countries are also becoming more
industrialized and are increasing their intra-Asian exports while
reducing their dependence on Western export demand. Alliance
believes that these conditions are important to the long-term
economic growth of Asian countries.

As the economies of many Asian countries move through the
"emerging market" stage, thus increasing the supply of goods,
services and capital available to less developed Asian markets
and helping to spur economic growth in those markets, the
potential is created for many Asian companies to experience rapid
growth. In addition, many Asian companies the securities of
which are listed on exchanges in more developed Asian countries
will be participants in the rapid economic growth of the lesser-
developed countries. These companies generally offer the
advantages of more experienced management and more developed
market regulation.

As their economies have grown, the securities markets in Asian
countries have also expanded. New exchanges have been created
and the number of listed companies, annual trading volume and
overall market capitalization have increased significantly.
Additionally, new markets continue to open to foreign
investments. The Fund also offers investors the opportunity to
access relatively restricted markets. Alliance believes that
investment opportunities in Asian countries will continue to
expand.

The Fund will invest in companies believed to possess rapid
growth potential. Thus, the Fund will invest in smaller,
emerging companies, but will also invest in larger, more
established companies in such growing economic sectors as capital
goods, telecommunications, and consumer services.

With respect to its investments in debt securities, the Fund will
primarily invest in investment grade debt securities but may
invest up to 5% of its net assets in lower-rated securities and
lower-rated loans and other lower-rated direct debt instruments.
The Fund will not retain a security that is downgraded below C or
determined by Alliance to have undergone similar credit quality
deterioration following purchase.

The Fund also may:

- -- invest up to 25% of its net assets in the convertible
securities of companies whose common stocks are eligible for
purchase by the Fund;

<PAGE>

- -- invest up to 20% of its net assets in rights or warrants;

- -- invest in depositary receipts, instruments of supranational
entities denominated in the currency of any country,
securities of multinational companies and "semi-governmental
securities;"

- -- invest up to 25% of its net assets in equity-linked debt
securities with the objective of realizing capital
appreciation;

- -- invest up to 25% of its net assets in loans and other direct
debt instruments;

- -- write covered call and put options, sell or purchase
exchange-traded index options, and write uncovered options
for cross-hedging purposes;

- -- enter into contracts for the purchase or sale for future
delivery of fixed-income securities or foreign currencies, or
contracts based on financial indices, including any index of
U.S. Government securities, securities issued by foreign
government entities, or common stock and may purchase and
write options on future contracts;

- -- purchase and write put and call options on foreign currencies
for hedging purposes;

- -- purchase or sell forward contracts;

- -- enter into interest rate swaps and purchase or sell interest
rate caps and floors;

- -- enter into forward commitments for the purchase or sale of
securities;

- -- enter into standby commitment agreements;

- -- enter into currency swaps for hedging purposes;

- -- enter into repurchase agreements for u.s. government
securities;

- -- make short sales of securities or maintain a short position,
in each case only if against the box; and

- -- make secured loans of portfolio securities of up to 30% of
its total assets.

The Fund's investments in Asian and Pacific region countries will
be significantly more volatile and may differ significantly from
the overall market. To the extent the Fund invests a substantial

<PAGE>

amount of its assets in Japanese companies, your investment has
the risk that market changes or other events affecting that
country may have a more significant effect on the Fund's net
assets value. The Fund's investments in debt securities have
interest rate and credit risk.

ALLIANCE GLOBAL ENVIRONMENT FUND

Alliance Global Environment Fund is a non-diversified investment
company that seeks long-term capital appreciation through
investment in equity securities of Eligible Companies. For
purposes of the Fund's investment objective and investment
policies, "equity securities" are common stocks (but not
preferred stocks), rights or warrants to subscribe for or
purchase common stocks, and preferred stocks or debt securities
that are convertible into common stocks without the payment of
any further consideration.

The Fund invests in two categories of Eligible Companies --
Environmental Companies and Beneficiary Companies. The Fund may
invest in a company with a broadly diversified business only a
part of which provides such products, processes, or services,
when Alliance believes that these products, processes or services
will yield a competitive advantage that significantly enhances
the issuer's growth prospects. As a matter of fundamental
policy, the Fund will, under normal circumstances, invest
substantially all of its total assets in equity securities of
Eligible Companies.

A major premise of the Fund's investment approach is that
environmental concerns will be a significant source of future
growth opportunities, and that Environmental Companies will see
an increased demand for their systems and services.
Environmental Companies operate in the areas of pollution
control, clean energy, solid waste management, hazardous waste
treatment and disposal, pulp and paper recycling, waste-to-energy
alternatives, biodegradable cartons, packages, plastics and other
products, remedial projects and emergency cleanup efforts,
manufacture of environmental supplies and equipment, the
achievement of purer air, groundwater, and foods, and the
detection, evaluation and treatment of both existing and
potential environmental problems including, among others, air
pollution and acid rain.

The environmental services industry generally is positively
affected by increasing governmental action intended to foster
environmental protection. As environmental regulations are
developed and enforced, Environmental Companies providing the
means of compliance with such regulations are afforded
substantial opportunities for growth. Beneficiary Companies may
also derive an advantage to the extent that they have anticipated

<PAGE>

environmental regulation and are therefore at a competitive
advantage.

In the view of Alliance, increasing public and political
awareness of environmental concerns and resultant environmental
regulations are long-term phenomena that are driven by an
emerging global consensus that environmental protection is a
vital and increasingly immediate priority. Alliance believes
that Eligible Companies based in the United States and other
economically developed countries will have increasing
opportunities for earnings growth resulting not only from an
increased demand for their existing products or services but also
from innovative responses to changing regulations and priorities
and enforcement policies. Such opportunities will arise, in the
opinion of Alliance, not only within developed countries but also
within many economically developing countries, such as those of
Eastern Europe and the Pacific Rim. These countries lag well
behind developed countries in the conservation and efficient use
of natural resources and in their implementation of policies that
protect the environment.

Alliance believes that global investing offers opportunities for
superior investment returns. The Fund spreads investment risk
among the capital markets of a number of countries and invests in
equity securities of companies based in at least three, and
normally considerably more, such countries. The percentage of
the Fund's assets invested in securities of companies in a
particular country or denominated in a particular currency will
vary in accordance with Alliance's assessment of the appreciation
potential of such securities and the strength of that currency.

The Fund also may:

- -- invest up to 20% of its total assets in warrants to purchase
equity securities;

- -- invest in depositary receipts;

- -- purchase and write put and call options on foreign currencies
for hedging purposes;

- -- enter into forward foreign currency transactions for hedging
purposes;

- -- invest in currency futures and options on such futures for
hedging purposes; and

- -- make secured loans of portfolio securities of up to 30% of
its total assets.

The Fund's investments in non-U.S. companies and in specific
types of companies that provide environmental services will be

<PAGE>

more volatile and may differ substantially from the overall
market. The Fund's investments also have the risk that
government regulations or other action could negatively affect
the business of environmental companies.

DESCRIPTION OF INVESTMENT PRACTICES

This section describes the investment practices of the Funds and
risks associated with these practices. Unless otherwise noted, a
Fund's use of any of these practices was specified in the
previous section.

ASSET-BACKED SECURITIES. Asset-backed securities (unrelated to
first mortgage loans) represent fractional interests in pools of
leases, retail installment loans, revolving credit receivables,
and other payment obligations, both secured and unsecured. These
assets are generally held by a trust and payments of principal
and interest or interest only are passed through monthly or
quarterly to certificate holders and may be guaranteed up to
certain amounts by letters of credit issued by a financial
institution affiliated or unaffiliated with the trustee or
originator of the trust.

Like mortgages underlying mortgage-backed securities, underlying
automobile sales contracts or credit card receivables are subject
to prepayment, which may reduce the overall return to certificate
holders. Certificate holders may also experience delays in
payment on the certificates if the full amounts due on underlying
sales contracts or receivables are not realized by the trust
because of unanticipated legal or administrative costs of
enforcing the contracts or because of depreciation or damage to
the collateral (usually automobiles) securing certain contracts,
or other factors.

CONVERTIBLE SECURITIES. Prior to conversion, convertible
securities have the same general characteristics as non-
convertible debt securities, which generally provide a stable
stream of income with yields that are generally higher than those
of equity securities of the same or similar issuers. The price
of a convertible security will normally vary with changes in the
price of the underlying equity security, although the higher
yield tends to make the convertible security less volatile than
the underlying equity security. As with debt securities, the
market value of convertible securities tends to decrease as
interest rates rise and increase as interest rates decline.
While convertible securities generally offer lower interest or
dividend yields than non-convertible debt securities of similar
quality, they offer investors the potential to benefit from
increases in the market price of the underlying common stock.
Convertible debt securities that are rated Baa or lower by
Moody's or BBB or lower by S&P, Duff & Phelps or Fitch and
comparable unrated securities as determined by Alliance may share

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some or all of the risks of non-convertible debt securities with
those ratings.

CURRENCY SWAPS. Currency swaps involve the individually
negotiated exchange by a Fund with another party of a series of
payments in specified currencies. A currency swap may involve
the delivery at the end of the exchange period of a substantial
amount of one designated currency in exchange for the other
designated currency. Therefore, the entire principal value of a
currency swap is subject to the risk that the other party to the
swap will default on its contractual delivery obligations. A
Fund will not enter into any currency swap unless the credit
quality of the unsecured senior debt or the claims-paying ability
of the counterparty is rated in the highest rating category of at
least one nationally recognized rating organization at the time
of entering into the transaction. If there is a default by the
counterparty to the transaction, the Fund will have contractual
remedies under the transaction agreements.

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES.
Depositary receipts may not necessarily be denominated in the
same currency as the underlying securities into which they may be
converted. In addition, the issuers of the stock of unsponsored
depositary receipts are not obligated to disclose material
information in the United States and, therefore, there may not be
a correlation between such information and the market value of
the depositary receipts. ADRs are depositary receipts typically
issued by an U.S. bank or trust company that evidence ownership
of underlying securities issued by a foreign corporation. GDRs
and other types of depositary receipts are typically issued by
foreign banks or trust companies and evidence ownership of
underlying securities issued by either a foreign or an U.S.
company. Generally, depositary receipts in registered form are
designed for use in the U.S. securities markets, and depositary
receipts in bearer form are designed for use in foreign
securities markets. For purposes of determining the country of
issuance, investments in depositary receipts of either type are
deemed to be investments in the underlying securities except with
respect to GROWTH FUND, where investments in ADRs are deemed to
be investments in securities issued by U.S. issuers and those in
GDRs and other types of depositary receipts are deemed to be
investments in the underlying securities.

A supranational entity is an entity designated or supported by
the national government of one or more countries to promote
economic reconstruction or development. Examples of
supranational entities include, among others, the World Bank
(International Bank for Reconstruction and Development) and the
European Investment Bank. A European Currency Unit is a basket
of specified amounts of the currencies of the member states of
the European Economic Community. "Semi-governmental securities"
are securities issued by entities owned by either a national,

<PAGE>

state or equivalent government or are obligations of one of such
government jurisdictions that are not backed by its full faith
and credit and general taxing powers.

EQUITY-LINKED DEBT SECURITIES. Equity-linked debt securities are
securities on which the issuer is obligated to pay interest
and/or principal that is linked to the to the performance of a
specified index of equity securities. The interest or principal
payments may be significantly greater or less than payment
obligations for other types of debt securities. Adverse changes
in equity securities indices and other adverse changes in the
securities markets may reduce payments made under, and/or the
principal of, equity-linked debt securities held by a Fund. As
with any debt securities, the values of equity-linked debt
securities will generally vary inversely with changes in interest
rates. A Fund's ability to dispose of equity-linked debt
securities will depend on the availability of liquid markets for
such securities. Investment in equity-linked debt securities may
be considered to be speculative.

FORWARD COMMITMENTS. Forward commitments for the purchase or
sale of securities may include purchases on a "when-issued" basis
or purchases or sales on a "delayed delivery" basis. In some
cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and
consummation of a merger, corporate reorganization or debt
restructuring (i.e., a "when, as and if issued" trade).

When forward commitment transactions are negotiated, the price is
fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. Normally,
the settlement date occurs within two months after the
transaction, but a Fund may negotiate settlements beyond two
months. Securities purchased or sold under a forward commitment
are subject to market fluctuations and no interest or dividends
accrue to the purchaser prior to the settlement date.

The use of forward commitments enables a Fund to protect against
anticipated changes in interest rates and prices. For instance,
in periods of rising interest rates and falling bond prices, a
Fund might sell securities in its portfolio on a forward
commitment basis to limit its exposure to falling prices. In
periods of falling interest rates and rising bond prices, a Fund
might sell a security in its portfolio and purchase the same or a
similar security on a when-issued or forward commitment basis to
obtain the benefit of currently higher cash yields. However, if
Alliance were to forecast incorrectly the direction of interest
rate movements, a Fund might be required to complete such when-
issued or forward transactions at prices inferior to the then
current market values. When-issued securities and forward
commitments may be sold prior to the settlement date, but a Fund
enters into when-issued and forward commitments only with the

<PAGE>

intention of actually receiving securities or delivering them, as
the case may be. If a Fund chooses to dispose of the right to
acquire a when-issued security prior to its acquisition or
dispose of its right to deliver or receive against a forward
commitment, it may incur a gain or loss. Any significant
commitment of Fund assets to the purchase of securities on a
"when, as and if issued" basis may increase the volatility of the
Fund's net asset value. No forward commitments will be made by
INTERNATIONAL PREMIER GROWTH FUND, WORLDWIDE PRIVATIZATION FUND,
NEW EUROPE FUND, ALL-ASIA INVESTMENT FUND, GREATER CHINA '97
FUND, UTILITY INCOME FUND, or REAL ESTATE INVESTMENT FUND if, as
a result, the Fund's aggregate commitments under the transactions
would be more than 30% of the Fund's total assets. In the event
the other party to a forward commitment transaction were to
default, a Fund might lose the opportunity to invest money at
favorable rates or to dispose of securities at favorable prices.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A Fund purchases or
sells forward foreign currency exchange contracts to minimize the
risk to it from adverse changes in the relationship between the
U.S. dollar and other currencies. A forward contract is an
obligation to purchase or sell a specific currency for an agreed
price at a future date, and is individually negotiated and
privately traded.

A Fund may enter into a forward contract, for example, when it
enters into a contract for the purchase or sale of a security
denominated in a foreign currency in order to "lock in" the U.S.
dollar price of the security ("transaction hedge"). A Fund will
not engage in transaction hedges with respect to the currency of
a particular country to an extent greater than the aggregate
amount of the Fund's transactions in that currency. When a Fund
believes that a foreign currency may suffer a substantial decline
against the U.S. dollar, it may enter into a forward sale
contract to sell an amount of that foreign currency approximating
the value of some or all of the Fund's portfolio securities
denominated in such foreign currency, or when the Fund believes
that the U.S. dollar may suffer a substantial decline against a
foreign currency, it may enter into a forward purchase contract
to buy that foreign currency for a fixed dollar amount ("position
hedge"). A Fund will not position hedge with respect to a
particular currency to an extent greater than the aggregate
market value (at the time of making such sale) of the securities
held in its portfolio denominated or quoted in that currency.
Instead of entering into a position hedge, a Fund may, in the
alternative, enter into a forward contract to sell a different
foreign currency for a fixed U.S. dollar amount where the Fund
believes that the U.S. dollar value of the currency to be sold
pursuant to the forward contract will fall whenever there is a
decline in the U.S. dollar value of the currency in which
portfolio securities of the Fund are denominated ("cross-hedge").
Unanticipated changes in currency prices may result in poorer

<PAGE>

overall performance for the Fund than if it had not entered into
such forward contracts.

Hedging against a decline in the value of a currency does not
eliminate fluctuations in the prices of portfolio securities or
prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value
of the hedged currency should rise. Moreover, it may not be
possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to
sell the currency at a price above the devaluation level it
anticipates. INTERNATIONAL FUND, NEW EUROPE FUND and GLOBAL
SMALL CAP FUND will not enter into a forward contract with a term
of more than one year or if, as a result, more than 50% of its
total assets would be committed to such contracts. INTERNATIONAL
FUND, NEW EUROPE FUND and GLOBAL SMALL CAP FUND investments in
forward contracts will be limited to hedging involving either
specific transactions or portfolio positions. GROWTH FUND also
may also purchase and sell foreign currency on a spot basis.

ILLIQUID SECURITIES. None of the Funds will invest more than 15%
of its net assets in illiquid securities and some may invest less
than 15%. THE ALLIANCE FUND and the GROWTH FUND may invest up to
5% of their total assets in illiquid securities. The TECHNOLOGY
FUND, the QUASAR FUND, the NEW EUROPE FUND, and the GLOBAL SMALL
CAP FUND may invest up to 10% of their total assets in illiquid
securities. Illiquid securities generally include (i) direct
placements or other securities that are subject to legal or
contractual restrictions on resale or for which there is no
readily available market (e.g., when trading in the security is
suspended or, in the case of unlisted securities, when market
makers do not exist or will not entertain bids or offers),
including many individually negotiated currency swaps and any
assets used to cover currency swaps and most privately negotiated
investments in state enterprises that have not yet conducted an
initial equity offering, (ii) over-the-counter options and assets
used to cover over-the-counter options, and (iii) repurchase
agreements not terminable within seven days.

Because of the absence of a trading market for illiquid
securities, a Fund may not be able to realize their full value
upon sale. Alliance will monitor each Fund's investments in
illiquid securities under the supervision of the Directors of the
Fund. To the extent permitted by applicable law, Rule 144A
securities will not be treated as "illiquid" for purposes of the
limit on investments so long as the securities meet liquidity
guidelines established by a Fund's Directors.

A Fund that invests in securities for which there is no ready
market may not be able to readily sell such securities. Such
securities are unlike securities that are traded in the open
market and can be expected to be sold immediately if the market

<PAGE>

is adequate. The sale price of illiquid securities may be lower
or higher than Alliance's most recent estimate of their fair
value. Generally, less public information is available about the
issuers of such securities than about companies whose securities
are traded on an exchange. To the extent that these securities
are foreign securities, there is no law in many of the countries
in which a Fund may invest similar to the Securities Act
requiring an issuer to register the sale of securities with a
governmental agency or imposing legal restrictions on resales of
securities, either as to length of time the securities may be
held or manner of resale. However, there may be contractual
restrictions on resales of non-publicly traded foreign
securities.

INTEREST RATE TRANSACTIONS. Each Fund that may enter into
interest rate transactions expects to do so primarily to preserve
a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date. The
Funds do not intend to use these transactions in a speculative
manner.

Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest
(e.g., an exchange of floating rate payments for fixed rate
payments). Interest rate swaps are entered on a net basis (i.e.,
the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two
payments). With respect TO ALL-ASIA INVESTMENT FUND, GREATER
CHINA '97 FUND and UTILITY INCOME FUND, the exchange commitments
can involve payments in the same currency or in different
currencies. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payments of interest on a
contractually-based principal amount from the party selling such
interest rate cap. The purchase of an interest rate floor
entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of
interest on an agreed principal amount from the party selling the
interest rate floor.

A Fund may enter into interest rate swaps, caps and floors on
either an asset-based or liability-based basis, depending upon
whether it is hedging its assets or liabilities. A Fund will not
enter into an interest rate swap, cap or floor transaction unless
the unsecured senior debt or the claims-paying ability of the
other party is rated in the highest rating category of at least
one nationally recognized rating organization. Alliance will
monitor the creditworthiness of counterparties on an ongoing
basis. The swap market has grown substantially in recent years,
with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap

<PAGE>

documentation. As a result, the swap market has become
relatively liquid. Caps and floors are more recent innovations
for which standardized documentation has not yet been developed
and, accordingly, they are less liquid than swaps.

The use of interest rate transactions is a highly specialized
activity that involves investment techniques and risks different
from those associated with ordinary portfolio securities
transactions. If Alliance were to incorrectly forecast market
values, interest rates and other applicable factors, the
investment performance of a Fund would be adversely affected by
the use of these investment techniques. Moreover, even if
Alliance is correct in its forecasts, there is a risk that the
transaction position may correlate imperfectly with the price of
the asset or liability being hedged. There is no limit on the
amount of interest rate transactions that may be entered into by
a Fund that is permitted to enter into such transactions. These
transactions do not involve the delivery of securities or other
underlying assets or principal. Accordingly, the risk of loss
with respect to interest rate transactions is limited to the net
amount of interest payments that a Fund is contractually
obligated to make. If the counterparty to an interest rate
transaction defaults, a Fund's risk of loss consists of the net
amount of interest payments that the Fund contractually is
entitled to receive.

LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Loans and other direct
debt instruments are interests in amounts owed by a corporate,
governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans
and loan participations), to suppliers of goods or services
(trade claims or other receivables), or to other creditors.
Direct debt instruments involve the risk of loss in case of
default or insolvency of the borrower and may offer less legal
protection to a Fund in the event of fraud or misrepresentation
than debt securities. In addition, loan participations involve a
risk of insolvency of the lending bank or other financial
intermediary. Direct debt instruments may also include standby
financing commitments that obligate a Fund to supply additional
cash to the borrower on demand. Loans and other direct debt
instruments are generally illiquid and may be transferred only
through individually negotiated private transactions.

Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment
of principal and interest. Direct debt instruments may not be
rated by any nationally recognized rating service. Failure to
receive scheduled interest or principal payments on these types
of investments could adversely affect a Fund's net asset value
and yield. Loans that are fully secured offer a Fund more
protection than unsecured loans in the event of non-payment of
scheduled interest or principal. However, there is no assurance

<PAGE>

that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral can be
liquidated. Making loans to borrowers whose creditworthiness is
poor may involve substantial risks and may be highly speculative.

Borrowers that are in bankruptcy or restructuring may never pay
off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of government issuers will also
involve a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay
interest and repay principal when due.

Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve
additional risks to a Fund. For example, if a loan is
foreclosed, a Fund could become part owner of any collateral and
would bear the costs and liabilities associated with owning and
disposing of the collateral. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other
intermediary.

A loan is often administered by a bank or other financial
institution that acts as agent for all holders. The agent
administers the terms of the loan, as specified on the loan
agreement. Unless, under the terms of the loan or other
indebtedness, a Fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit
remedies against a borrower. If assets held by the agent for the
benefit of a Fund were determined to be subject to the claims of
the agent's general creditors, the Fund might incur certain costs
and delays in realizing payment on the loan or loan participation
and could suffer a loss of principal or interest.

Direct indebtedness purchased by a Fund may include letters of
credit, revolving credit facilities, or other standby financing
commitments obligating a Fund to pay additional cash on demand.
These commitments may have the effect of requiring a Fund to
increase its investment in a borrower at a time when it would not
otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid.

LOANS OF PORTFOLIO SECURITIES. The risk in lending portfolio
securities, as with other extensions of credit, consists of the
possible loss of rights in the collateral should the borrower
fail financially. In determining whether to lend securities to a
particular borrower, Alliance will consider all relevant facts
and circumstances, including the creditworthiness of the
borrower. While securities are on loan, the borrower will pay
the Fund any income from the securities. The Fund may invest any
cash collateral in portfolio securities and earn additional
income, or receive an agreed-upon amount of income from a
borrower who has delivered equivalent collateral. Each Fund will

<PAGE>

have the right to regain record ownership of loaned securities or
equivalent securities in order to exercise ownership rights such
as voting rights, subscription rights and rights to dividends,
interest or distributions. A Fund may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

MORTGAGE-BACKED SECURITIES AND ASSOCIATED RISKS. Interest and
principal payments (including prepayments) on the mortgages
underlying mortgage-backed securities are passed through to the
holders of the securities. As a result of the pass-through of
prepayments of principal on the underlying securities, mortgage-
backed securities are often subject to more rapid prepayment of
principal than their stated maturity would indicate. Prepayments
occur when the mortgagor on a mortgage prepays the remaining
principal before the mortgage's scheduled maturity date. Because
the prepayment characteristics of the underlying mortgages vary,
it is impossible to predict accurately the realized yield or
average life of a particular issue of pass-through certificates.
Prepayments are important because of their effect on the yield
and price of the mortgage-backed securities. During periods of
declining interest rates, prepayments can be expected to
accelerate and a Fund that invests in these securities would be
required to reinvest the proceeds at the lower interest rates
then available. Conversely, during periods of rising interest
rates, a reduction in prepayments may increase the effective
maturity of the securities, subjecting them to a greater risk of
decline in market value in response to rising interest rates. In
addition, prepayments of mortgages underlying securities
purchased at a premium could result in capital losses.

Mortgage-Backed Securities include mortgage pass-through
certificates and multiple-class pass-through securities, such as
REMIC pass-through certificates, CMOs and stripped mortgage-
backed securities ("SMBS"), and other types of Mortgage-Backed
Securities that may be available in the future.

Guaranteed Mortgage Pass-Through Securities. REAL ESTATE
INVESTMENT FUND may invest in guaranteed mortgage pass-through
securities which represent participation interests in pools of
residential mortgage loans and are issued by U.S. governmental or
private lenders and guaranteed by the U.S. Government or one of
its agencies or instrumentalities, including but not limited to
the Government National Mortgage Association ("Ginnie Mae"), the
Federal National Mortgage Association ("Fannie Mae") and the
Federal Home Loan Mortgage Corporation ("Freddie Mac"). Ginnie
Mae certificates are guaranteed by the full faith and credit of
the United States Government for timely payment of principal and
interest on the certificates. Fannie Mae certificates are
guaranteed by Fannie Mae, a federally chartered and privately-
owned corporation, for full and timely payment of principal and
interest on the certificates. Freddie Mac certificates are
guaranteed by Freddie Mac, a corporate instrumentality of the

<PAGE>

United States Government, for timely payment of interest and the
ultimate collection of all principal of the related mortgage
loans.

Multiple-Class Pass-Through Securities and Collateralized
Mortgage Obligations. Mortgage-Backed Securities also include
CMOs and REMIC pass-through or participation certificates that
may be issued by, among others, U.S. Government agencies and
instrumentalities as well as private lenders. CMOs and REMIC
certificates are issued in multiple classes and the principal of
and interest on the mortgage assets may be allocated among the
several classes of CMOs or REMIC certificates in various ways.
Each class of CMOs or REMIC certificates, often referred to as a
"tranche," is issued at a specific adjustable or fixed interest
rate and must be fully retired no later than its final
distribution date. Generally, interest is paid or accrues on all
classes of CMOs or REMIC certificates on a monthly basis. REAL
ESTATE INVESTMENT FUND will not invest in the lowest tranche of
CMOs and REMIC certificates.

Typically, CMOs are collateralized by Ginnie Mae or Freddie Mac
certificates but also may be collateralized by other mortgage
assets such as whole loans or private mortgage pass-through
securities. Debt service on CMOs is provided from payments of
principal and interest on collateral of mortgaged assets and any
reinvestment income thereon.

A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages primarily secured by
interests in real property and other permitted investments.
Investors may purchase "regular" and "residual" interest shares
of beneficial interest in REMIC trusts, although REAL ESTATE
INVESTMENT FUND does not intend to invest in residual interests.

OPTIONS ON SECURITIES. An option gives the purchaser of the
option, upon payment of a premium, the right to deliver to (in
the case of a put) or receive from (in the case of a call) the
writer a specified amount of a security on or before a fixed date
at a predetermined price. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an
absolute and immediate right to acquire that security upon
conversion or exchange of another security it holds, or holds a
call option on the underlying security with an exercise price
equal to or less than that of the call option it has written. A
put option written by a Fund is covered if the Fund holds a put
option on the underlying securities with an exercise price equal
to or greater than that of the put option it has written.

A call option is for cross-hedging purposes if a Fund does not
own the underlying security, and is designed to provide a hedge
against a decline in value in another security which the Fund
owns or has the right to acquire. A Fund would write a call

<PAGE>

option for cross-hedging purposes, instead of writing a covered
call option, when the premium to be received from the cross-hedge
transaction would exceed that which would be received from
writing a covered call option, while at the same time achieving
the desired hedge.

In purchasing an option, a Fund would be in a position to realize
a gain if, during the option period, the price of the underlying
security increased (in the case of a call) or decreased (in the
case of a put) by an amount in excess of the premium paid;
otherwise the Fund would experience a loss equal to the premium
paid for the option.

If an option written by a Fund were exercised, the Fund would be
obligated to purchase (in the case of a put) or sell (in the case
of a call) the underlying security at the exercise price. The
risk involved in writing an option is that, if the option were
exercised, the underlying security would then be purchased or
sold by the Fund at a disadvantageous price. Entering into a
closing transaction (i.e., by disposing of the option prior to
its exercise) could reduce these risks. A Fund retains the
premium received from writing a put or call option whether or not
the option is exercised. The writing of covered call options
could result in increases in a Fund's portfolio turnover rate,
especially during periods when market prices of the underlying
securities appreciate.

TECHNOLOGY FUND and GLOBAL SMALL CAP FUND will not write a call
option if the premium to be received by the Fund would not
produce an annualized return of at least 15% of the then current
market value of the securities subject to the option (without
giving effect to commissions, stock transfer taxes and other
expenses that are deducted from premium receipts.

Options purchased or written by a Fund in negotiated transactions
are illiquid and it may not be possible for the Fund to effect a
closing transaction at an advantageous time.

Options on Securities Indices. An option on a securities index
is similar to an option on a security except that, rather than
the right to take or make delivery of a security at a specified
price, an option on a securities index gives the holder the right
to receive, upon exercise of the option, an amount of cash if the
closing level of the chosen index is greater than (in the case of
a call) or less than (in the case of a put) the exercise price of
the option.

Futures Contracts and Options on Futures Contracts. A "sale" of
a futures contract means the acquisition of a contractual
obligation to deliver the securities or foreign currencies or
other commodity called for by the contract at a specified price
on a specified date. A "purchase" of a futures contract means

<PAGE>

the incurring of an obligation to acquire the securities, foreign
currencies or other commodity called for by the contract at a
specified price on a specified date. The purchaser of a futures
contract on an index agrees to take or make delivery of an amount
of cash equal to the difference between a specified dollar
multiple of the value of the index on the expiration date of the
contract ("current contract value") and the price at which the
contract was originally struck. No physical delivery of the
securities underlying the index is made.

Options on futures contracts written or purchased by a Fund will
be traded on U.S. or foreign exchanges or over-the-counter.
These investment techniques will be used only to hedge against
anticipated future changes in market conditions and interest or
exchange rates which otherwise might either adversely affect the
value of the Fund's portfolio securities or adversely affect the
prices of securities which the Fund intends to purchase at a
later date.

No Fund will enter into any futures contracts or options on
futures contracts if immediately thereafter the market values of
the outstanding futures contracts of the Fund and the currencies
and futures contracts subject to outstanding options written by
the Fund would exceed 50% of its total assets, or in the case of
INTERNATIONAL PREMIER GROWTH FUND 100% of its total assets.
PREMIER GROWTH FUND AND GROWTH AND INCOME FUND may not purchase
or sell a stock index future if immediately thereafter more than
30% of its total assets would be hedged by stock index futures.
PREMIER GROWTH FUND and GROWTH AND INCOME FUND may not purchase
or sell a stock index future if, immediately thereafter, the sum
of the amount of margin deposits on the Fund's existing futures
positions would exceed 5% of the market value of the Fund's total
assets.

Options on Foreign Currencies. As in the case of other kinds of
options, the writing of an option on a foreign currency
constitutes only a partial hedge, up to the amount of the premium
received, and a Fund could be required to purchase or sell
foreign currencies at disadvantageous exchange rates and incur
losses. The purchase of an option on a foreign currency may
constitute an effective hedge against fluctuations in exchange
rates although, in the event of rate movements adverse to a
Fund's position, it may forfeit the entire amount of the premium
plus related transaction costs. See the Statement of Additional
Information of each Fund that may invest in options on foreign
currencies for further discussion of the use, risks and costs of
options on foreign currencies.

REPURCHASE AGREEMENTS. A repurchase agreement arises when a
buyer purchases a security and simultaneously agrees to resell it
to the vendor at an agreed-upon future date, normally a day or a
few days later. The resale price is greater than the purchase

<PAGE>

price, reflecting an agreed-upon interest rate for the period the
buyer's money is invested in the security. Such agreements
permit a Fund to keep all of its assets at work while retaining
"overnight" flexibility in pursuit of investments of a longer-
term nature. If a vendor defaults on its repurchase obligation,
a Fund would suffer a loss to the extent that the proceeds from
the sale of the collateral were less than the repurchase price.
If a vendor goes bankrupt, a Fund might be delayed in, or
prevented from, selling the collateral for its benefit. Alliance
monitors the creditworthiness of the vendors with which the Fund
enters into repurchase agreements.

RIGHTS AND WARRANTS. A Fund will invest in rights or warrants
only if Alliance deems the underlying equity securities
themselves appropriate for inclusion in the Fund's portfolio.
Rights and warrants entitle the holder to buy equity securities
at a specific price for a specific period of time. Rights are
similar to warrants except that they have a substantially shorter
duration. Rights and warrants may be considered more speculative
than certain other types of investments in that they do not
entitle a holder to dividends or voting rights with respect to
the underlying securities nor do they represent any rights in the
assets of the issuing company. The value of a right or warrant
does not necessarily change with the value of the underlying
security, although the value of a right or warrant may decline
because of a decrease in the value of the underlying security,
the passage of time or a change in perception as to the potential
of the underlying security, or any combination of these factors.
If the market price of the underlying security is below the
exercise price set forth in the warrant on the expiration date,
the warrant will expire worthless. Moreover, a right or warrant
ceases to have value if it is not exercised prior to the
expiration date.

SHORT SALES. A short sale is effected by selling a security that
a Fund does not own, or, if the Fund does own such security, it
is not to be delivered upon consummation of the sale. A short
sale is "against the box" to the extent that a Fund
contemporaneously owns or has the right to obtain securities
identical to those sold short without payment. WORLDWIDE
PRIVATIZATION FUND, ALL-ASIA INVESTMENT FUND, GREATER CHINA '97
Fund and UTILITY INCOME FUND EACH may make short sales of
securities or maintain short positions only for the purpose of
deferring realization of gain or loss for U.S. federal income tax
purposes, provided that at all times when a short position is
open the Fund owns an equal amount of securities of the same
issue as, and equal in amount to, the securities sold short. In
addition, each of those Funds may not make a short sale if as a
result more than 10% of the Fund's net assets would be held as
collateral for short sales, except that ALL-ASIA INVESTMENT FUND,
GREATER CHINA '97 FUND and REAL ESTATE INVESTMENT FUND may not
make a short sale if as a result more than 25% of the Fund's net

<PAGE>

assets would be held as collateral for short sales. If the price
of the security sold short increases between the time of the
short sale and the time a Fund replaces the borrowed security,
the Fund will incur a loss; conversely, if the price declines,
the Fund will realize a capital gain.

STANDBY COMMITMENT AGREEMENTS. Standby commitment agreements
commit a Fund, for a stated period of time, to purchase a stated
amount of a security that may be issued and sold to the Fund at
the option of the issuer. The price and coupon of the security
are fixed at the time of the commitment. At the time of entering
into the agreement the Fund is paid a commitment fee, regardless
of whether the security ultimately is issued, typically equal to
approximately 0.5% of the aggregate purchase price of the
security the Fund has committed to purchase. A Fund will enter
into such agreements only for the purpose of investing in the
security underlying the commitment at a yield and price
considered advantageous to the Fund and unavailable on a firm
commitment basis. Investments in standby commitments will be
limited so that the aggregate purchase price of the securities
subject to the commitments will not exceed 25% with respect to
NEW EUROPE FUND AND REAL ESTATE INVESTMENT FUND, 50% with respect
to INTERNATIONAL PREMIER GROWTH FUND, WORLDWIDE PRIVATIZATION
FUND, ALL-ASIA INVESTMENT FUND and GREATER CHINA '97 FUND and 20%
with respect to UTILITY INCOME FUND, of the Fund's assets at the
time of making the commitment.

There is no guarantee that a security subject to a standby
commitment will be issued and the value of the security, if
issued, on the delivery date may be more or less than its
purchase price. Since the issuance of the security underlying
the commitment is at the option of the issuer, a Fund will bear
the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of
the security during the commitment period if the issuer decides
not to issue and sell the security to the Fund.

ZERO-COUPON AND PAYMENT-IN-KIND BONDS. Zero-coupon bonds are
issued at a significant discount from their principal amount in
lieu of paying interest periodically. Payment-in-kind bonds
allow the issuer to make current interest payments on the bonds
in additional bonds. Because zero-coupon bonds and payment-in-
kind bonds do not pay current interest in cash, their value is
generally subject to greater fluctuation in response to changes
in market interest rates than bonds that pay interest in cash
currently. Both zero-coupon and payment-in-kind bonds allow an
issuer to avoid the need to generate cash to meet current
interest payments. These bonds may involve greater credit risks
than bonds paying interest currently. Although these bonds do
not pay current interest in cash, a Fund is nonetheless required
to accrue interest income on such investments and to distribute
such amounts at least annually to shareholders. Thus, a Fund

<PAGE>

could be required at times to liquidate other investments in
order to satisfy its dividend requirements.

FUTURE DEVELOPMENTS. A Fund may, following written notice to its
shareholders, take advantage of other investment practices that
are not currently contemplated for use by the Fund or are not
available but may yet be developed, to the extent such investment
practices are consistent with the Fund's investment objective and
legally permissible for the Fund. Such investment practices, if
they arise, may involve risks that exceed those involved in the
activities described above.

GENERAL. The successful use of the investment practices
described above draws upon Alliance's special skills and
experience and usually depends on Alliance's ability to forecast
price movements, interest rates, or currency exchange rate
movements correctly. Should interest rates, prices or exchange
rates move unexpectedly, a Fund may not achieve the anticipated
benefits of the transactions or may realize losses and thus be in
a worse position than if such strategies had not been used.
Unlike many exchange-traded futures contracts and options on
futures contracts, there are no daily price fluctuation limits
with respect to certain options and forward contracts, and
adverse market movements could therefore continue to an unlimited
extent over a period of time. In addition, the correlation
between movements in the prices of futures contracts, options and
forward contracts and movements in the prices of the securities
and currencies hedged or used for cover will not be perfect and
could produce unanticipated losses.

A Fund's ability to dispose of its position in futures contracts,
options, and forward contracts depends on the availability of
liquid markets in such instruments. Markets in options and
futures with respect to a number of types of securities and
currencies are relatively new and still developing, and there is
no public market for forward contracts. It is impossible to
predict the amount of trading interest that may exist in various
types of futures contracts, options and forward contracts. If a
secondary market does not exist with respect to an option
purchased or written by a Fund, it might not be possible to
effect a closing transaction in the option (i.e., dispose of the
option), with the result that (i) an option purchased by the Fund
would have to be exercised in order for the Fund to realize any
profit and (ii) the Fund may not be able to sell currencies or
portfolio securities covering an option written by the Fund until
the option expires or it delivers the underlying security,
futures contract or currency upon exercise. Therefore, no
assurance can be given that the Funds will be able to utilize
these instruments effectively for the purposes set forth above.
In addition, a Fund's ability to engage in options and futures
transactions may be limited by tax considerations and the use of
certain hedging techniques may adversely impact the

<PAGE>

characterization of income to a Fund for U.S. federal income tax
purposes.

PORTFOLIO TURNOVER. The portfolio turnover rate for each Fund is
included in the FINANCIAL HIGHLIGHTS section. The Funds are
actively managed and, in some cases in response market
conditions, a Fund's portfolio turnover may exceed 100%. A
higher rate of portfolio turnover increases brokerage and other
expenses, which must be borne by the Fund and its shareholders.
High portfolio turnover also may result in the realization of
substantial net short-term capital gains, which, when
distributed, are taxable to shareholders.

TEMPORARY DEFENSIVE POSITION. For temporary defensive purposes,
each Fund may reduce its position in equity securities and invest
in, without limit, certain types of short-term, liquid, high
grade or high quality (depending on the Fund) debt securities.
These securities may include U.S. Government securities,
qualifying bank deposits, money market instruments, prime
commercial paper and other types of short-term debt securities
including notes and bonds. For Funds that may invest in foreign
countries, such securities may also include short-term, foreign-
currency denominated securities of the type mentioned above
issued by foreign governmental entities, companies and
supranational organizations.

ADDITIONAL RISK CONSIDERATIONS

Investment in certain of the Funds involves the special
risk considerations described below. These risks may be
heightened when investing in emerging markets.

CURRENCY CONSIDERATIONS. Substantially all of the assets of
INTERNATIONAL FUND, INTERNATIONAL PREMIER GROWTH FUND, NEW EUROPE
FUND, ALL-ASIA INVESTMENT FUND, GREATER CHINA '97 FUND and
WORLDWIDE PRIVATIZATION FUND and a substantial portion of the
assets of GLOBAL SMALL CAP FUND and GLOBAL ENVIRONMENT FUND are
invested in securities denominated in foreign currencies. The
Funds receive a corresponding portion of their revenues in
foreign currencies. Therefore, the dollar equivalent of their
net assets, distributions, and income will be adversely affected
by reductions in the value of certain foreign currencies relative
to the U.S. dollar. If the value of the foreign currencies in
which a Fund receives its income falls relative to the U.S.
dollar between receipt of the income and the making of Fund
distributions, the Fund may be required to liquidate securities
in order to make distributions if it has insufficient cash in
U.S. dollars to meet distribution requirements that the Fund must
satisfy to qualify as a regulated investment company for federal
income tax purposes. Similarly, if an exchange rate declines
between the time a Fund incurs expenses in U.S. dollars and the
time cash expenses are paid, the amount of the currency required

<PAGE>

to be converted into U.S. dollars in order to pay expenses in
U.S. dollars could be greater than the equivalent amount of such
expenses in the currency at the time they were incurred. In
light of these risks, a Fund may engage in currency hedging
transactions, as described above, which involve certain special
risks.

FOREIGN INVESTMENT. The securities markets of many foreign
countries are relatively small, with the majority of market
capitalization and trading volume concentrated in a limited
number of companies representing a small number of industries.
Consequently, a Fund whose investment portfolio includes such
securities may experience greater price volatility and
significantly lower liquidity than a portfolio invested solely in
equity securities of U.S. companies. These markets may be
subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant
blocks of securities, than is usual in the United States.
Securities settlements may in some instances be subject to delays
and related administrative uncertainties. These problems are
particularly severe in India, where settlement is through
physical delivery, and, where, currently, a severe shortage of
vault capacity exists among custodial banks, although efforts are
being undertaken to alleviate the shortage. Certain foreign
countries require governmental approval prior to investments by
foreign persons or limit investment by foreign persons to only a
specified percentage of an issuer's outstanding securities or a
specific class of securities which may have less advantageous
terms (including price) than securities of the company available
for purchase by nationals. These restrictions or controls may at
times limit or preclude investment in certain securities and may
increase the costs and expenses of a Fund. In addition, the
repatriation of investment income, capital, or the proceeds of
sales of securities from certain countries is controlled under
regulations, including in some cases the need for certain advance
government notification or authority. If a deterioration occurs
in a country's balance of payments, the country could impose
temporary restrictions on foreign capital remittances.

A Fund could also be adversely affected by delays in, or a
refusal to grant, any required governmental approval for
repatriation, as well as by the application to it of other
restrictions on investment. Investing in local markets may
require a Fund to adopt special procedures, which may involve
additional costs to a Fund. The liquidity of a Fund's
investments in any country in which any of these factors exists
could be affected and Alliance will monitor the effect of any
such factor or factors on a Fund's investments. Furthermore,
transaction costs including brokerage commissions for
transactions both on and off the securities exchanges in many
foreign countries are generally higher than in the United States.

<PAGE>

Issuers of securities in foreign jurisdictions are generally not
subject to the same degree of regulation as are U.S. issuers with
respect to such matters as insider trading rules, restrictions on
market manipulation, shareholder proxy requirements and timely
disclosure of information. The reporting, accounting and
auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects and less
information may be available to investors in foreign securities
than to investors in U.S. securities. Substantially less
information is publicly available about certain non-U.S. issuers
than is available about U.S. issuers.

The economies of individual foreign countries may differ
favorably or unfavorably from the U.S. economy in such respects
as growth of gross domestic product or gross national product,
rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage,
political changes, government regulation, political or social
instability or diplomatic developments could affect adversely the
economy of a foreign country or the Fund's investments in such
country. In the event of expropriation, nationalization or other
confiscation, a Fund could lose its entire investment in the
country involved. In addition, laws in foreign countries
governing business organizations, bankruptcy and insolvency may
provide less protection to security holders such as the Fund than
that provided by U.S. laws.

INTERNATIONAL FUND, ALL-ASIA INVESTMENT FUND and GREATER CHINA
'97 FUND may invest substantial amounts of their assets in United
Kingdom issuers, Japanese issuers, and Greater China issuers,
respectively. Please refer to Appendix A for a discussion of
risks associated with investments in these countries.

INVESTMENT IN PRIVATIZED ENTERPRISES BY WORLDWIDE PRIVATIZATION
FUND. In certain jurisdictions, the ability of foreign entities,
such as the Fund, to participate in privatizations may be limited
by local law, or the price or terms on which the Fund may be able
to participate may be less advantageous than for local investors.
Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their
ownership of state enterprises, that proposed privatizations will
be successful or that governments will not re-nationalize
enterprises that have been privatized. Furthermore, in the case
of certain of the enterprises in which the Fund may invest, large
blocks of the stock of those enterprises may be held by a small
group of stockholders, even after the initial equity offerings by
those enterprises. The sale of some portion or all of those
blocks could have an adverse effect on the price of the stock of
any such enterprise.

<PAGE>

Most state enterprises or former state enterprises go through an
internal reorganization of management prior to conducting an
initial equity offering in an attempt to better enable these
enterprises to compete in the private sector. However, certain
reorganizations could result in a management team that does not
function as well as the enterprise's prior management and may
have a negative effect on such enterprise. After making an
initial equity offering, enterprises that may have enjoyed
preferential treatment from the respective state or government
that owned or controlled them may no longer receive such
preferential treatment and may become subject to market
competition from which they were previously protected. Some of
these enterprises may not be able to effectively operate in a
competitive market and may suffer losses or experience bankruptcy
due to such competition. In addition, the privatization of an
enterprise by its government may occur over a number of years,
with the government continuing to hold a controlling position in
the enterprise even after the initial equity offering for the
enterprise.

INVESTMENT IN SMALLER, EMERGING COMPANIES. The Funds may invest
in smaller, emerging companies. GLOBAL SMALL CAP FUND and NEW
EUROPE FUND will emphasize investment in, and ALL-ASIA INVESTMENT
FUND, GREATER CHINA '97 FUND and GLOBAL ENVIRONMENT FUND may
emphasize investment in, smaller, emerging companies. Investment
in such companies involves greater risks than is customarily
associated with securities of more established companies.
Companies in the earlier stages of their development often have
products and management personnel which have not been thoroughly
tested by time or the marketplace; their financial resources may
not be as substantial as those of more established companies.
The securities of smaller companies may have relatively limited
marketability and may be subject to more abrupt or erratic market
movements than securities of larger companies or broad market
indices. The revenue flow of such companies may be erratic and
their results of operations may fluctuate widely and may also
contribute to stock price volatility.

Extreme Governmental Action; Less Protective Laws. In contrast
with investing in the United States, foreign investment may
involve in certain situations greater risk of nationalization,
expropriation, confiscatory taxation, currency blockage or other
extreme governmental action which could adversely impact a Fund's
investments. In the event of certain such actions, a Fund could
lose its entire investment in the country involved. In addition,
laws in various foreign countries, including in certain respects
each of the Greater China countries, governing, among other
subjects, business organization and practices, securities and
securities trading, bankruptcy and insolvency may provide less
protection to investors such as the Fund than provided under
United States laws.

<PAGE>

INVESTMENTS IN ENVIRONMENTAL COMPANIES BY GLOBAL ENVIRONMENT
FUND. Governmental regulations or other action can inhibit an
Environmental Company's performance, and it may take years to
translate environmental legislation into sales and profits.
Environmental Companies generally face competition in fields
often characterized by relatively short product cycles and
competitive pricing policies. Losses may result from large
product development or expansion costs, unprotected marketing or
distribution systems, erratic revenue flows and low profit
margins. Additional risks that Environmental Companies may face
include difficulty in financing the high cost of technological
development, uncertainties due to changing governmental
regulation or rapid technological advances, potential liabilities
associated with hazardous components and operations, and
difficulty in finding experienced employees.

THE REAL ESTATE INDUSTRY. Although REAL ESTATE INVESTMENT FUND
does not invest directly in real estate, it invests primarily in
Real Estate Equity Securities and has a policy of concentration
of its investments in the real estate industry. Therefore, an
investment in the Fund is subject to certain risks associated
with the direct ownership of real estate and with the real estate
industry in general. These risks include, among others: possible
declines in the value of real estate; risks related to general
and local economic conditions; possible lack of availability of
mortgage funds; overbuilding; extended vacancies of properties;
increases in competition, property taxes and operating expenses;
changes in zoning laws; costs resulting from the clean-up of, and
liability to third parties for damages resulting from,
environmental problems; casualty or condemnation losses;
uninsured damages from floods, earthquakes or other natural
disasters; limitations on and variations in rents; and changes in
interest rates. To the extent that assets underlying the Fund's
investments are concentrated geographically, by property type or
in certain other respects, the Fund may be subject to certain of
the foregoing risks to a greater extent.

In addition, if REAL ESTATE INVESTMENT FUND receives rental
income or income from the disposition of real property acquired
as a result of a default on securities the Fund owns, the receipt
of such income may adversely affect the Fund's ability to retain
its tax status as a regulated investment company. Investments by
the Fund in securities of companies providing mortgage servicing
will be subject to the risks associated with refinancings and
their impact on servicing rights.

REITS. Investing in REITs involves certain unique risks in
addition to those risks associated with investing in the real
estate industry in general. Equity REITs may be affected by
changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are

<PAGE>

not diversified, are subject to heavy cash flow dependency,
default by borrowers and self-liquidation. REITs are also
subject to the possibilities of failing to qualify for tax-free
pass-through of income under the Code and failing to maintain
their exemptions from registration under the 1940 Act.

REITs (especially mortgage REITs) also are subject to interest
rate risks. When interest rates decline, the value of a REIT's
investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's
investment in fixed rate obligations can be expected to decline.
In contrast, as interest rates on adjustable rate mortgage loans
are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in
market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

Investing in REITs involves risks similar to those associated
with investing in small capitalization companies. REITs may have
limited financial resources, may trade less frequently and in a
limited volume and may be subject to more abrupt or erratic price
movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have been more volatile in
price than the larger capitalization stocks included in the S&P
500.

MORTGAGE-BACKED SECURITIES. Investing in Mortgage-Backed
Securities involves certain unique risks in addition to those
risks associated with investment in the real estate industry in
general. These risks include the failure of a counterparty to
meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. When interest
rates decline, the value of an investment in fixed rate
obligations can be expected to rise. Conversely, when interest
rates rise, the value of an investment in fixed rate obligations
can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on
investments in such loans will gradually align themselves to
reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate
obligations.

Further, the yield characteristics of Mortgage-Backed Securities,
such as those in which REAL ESTATE INVESTMENT FUND may invest,
differ from those of traditional fixed-income securities. The
major differences typically include more frequent interest and
principal payments (usually monthly), the adjustability of
interest rates, and the possibility that prepayments of principal
may be made substantially earlier than their final distribution
dates.

<PAGE>

Prepayment rates are influenced by changes in current interest
rates and a variety of economic, geographic, social and other
factors, and cannot be predicted with certainty. Both adjustable
rate mortgage loans and fixed rate mortgage loans may be subject
to a greater rate of principal prepayments in a declining
interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Early
payment associated with Mortgage-Backed Securities causes these
securities to experience significantly greater price and yield
volatility than that experienced by traditional fixed-income
securities. Under certain interest rate and prepayment rate
scenarios, the Fund may fail to recoup fully its investment in
Mortgage-Backed Securities notwithstanding any direct or indirect
governmental or agency guarantee. When the Fund reinvests
amounts representing payments and unscheduled prepayments of
principal, it may receive a rate of interest that is lower than
the rate on existing adjustable rate mortgage pass-through
securities. Thus, Mortgage-Backed Securities, and adjustable
rate mortgage pass-through securities in particular, may be less
effective than other types of U.S. Government securities as a
means of "locking in" interest rates.

U.S. AND FOREIGN TAXES. A Fund's investment in foreign
securities may be subject to taxes withheld at the source on
dividend or interest payments. Foreign taxes paid by a Fund may
be creditable or deductible by U.S. shareholders for U.S. income
tax purposes. No assurance can be given that applicable tax laws
and interpretations will not change in the future. Moreover,
non-U.S. investors may not be able to credit or deduct such
foreign taxes.

FIXED-INCOME SECURITIES. The value of each Fund's shares will
fluctuate with the value of its investments. The value of each
Fund's investments in fixed-income securities will change as the
general level of interest rates fluctuates. During periods of
falling interest rates, the values of fixed-income securities
generally rise. Conversely, during periods of rising interest
rates, the values of fixed-income securities generally decline.

Under normal market conditions, the average dollar-weighted
maturity of a Fund's portfolio of debt or other fixed-income
securities is expected to vary between five and 30 years in the
case of ALL-ASIA INVESTMENT FUND, between five and 25 years in
the case of UTILITY INCOME FUND, and between one year or less and
30 years in the case of all other Funds that invest in such
securities. In periods of increasing interest rates, each of the
Funds may, to the extent it holds mortgage-backed securities, be
subject to the risk that the average dollar-weighted maturity of
the Fund's portfolio of debt or other fixed-income securities may
be extended as a result of lower than anticipated prepayment
rates.

<PAGE>

INVESTMENT IN LOWER-RATED FIXED-INCOME SECURITIES. Lower-rated
securities, i.e., those rated Ba and lower by Moody's or BB and
lower by S&P, Duff & Phelps or Fitch, are subject to greater
credit risk or loss of principal and interest than higher-rated
securities. They also are generally considered to be subject to
greater market risk than higher-rated securities. The capacity
of issuers of lower-rated securities to pay interest and repay
principal is more likely to weaken than is that of issuers of
higher-rated securities in times of deteriorating economic
conditions or rising interest rates. In addition, lower-rated
securities may be more susceptible to real or perceived adverse
economic conditions than investment grade securities.

The market for lower-rated securities may be thinner and less
active than that for higher-rated securities, which can adversely
affect the prices at which these securities can be sold. To the
extent that there is no established secondary market for lower-
rated securities, a Fund may experience difficulty in valuing the
securities for the purpose of computing a Fund's net asset value.
In addition, adverse publicity and investor perceptions about
lower-rated securities, whether or not factual, may tend to
impair their market value and liquidity.

Alliance will try to reduce the risk inherent in investment in
lower-rated securities through credit analysis, diversification
and attention to current developments and trends in interest
rates and economic and political conditions. However, there can
be no assurance that losses will not occur. Since the risk of
default is higher for lower-rated securities, Alliance's research
and credit analysis are a correspondingly more important aspect
of its program for managing a Fund's securities than would be the
case if a Fund did not invest in lower-rated securities.

In seeking to achieve a Fund's investment objective, there will
be times, such as during periods of rising interest rates, when
depreciation and realization of capital losses on securities in a
Fund's portfolio will be unavoidable. Moreover, medium- and
lower-rated securities and non-rated securities of comparable
quality may be subject to wider fluctuations in yield and market
values than higher-rated securities under certain market
conditions. Such fluctuations after a security is acquired do
not affect the cash income received from that security but are
reflected in the net asset value of a Fund.

Certain lower-rated may contain call or buy-back features that
permit the issuers thereof to call or repurchase such securities.
Such securities may present risks based on prepayment
expectations. If an issuer exercises such a provision, a Fund
may have to replace the called security with a lower-yielding
security, resulting in a decreased rate of return to the Fund.

<PAGE>

YEAR 2000 AND EURO. Many computer systems and applications in
use today process transactions using two-digit date fields for
the year of the transaction, rather than the full four digits.
If these systems are not modified or replaced, transactions
occurring after 1999 could be processed as year "1900", which
could result in processing inaccuracies and computer system
failures. This is commonly known as the Year 2000 problem. In
addition to the Year 2000 problem, the European Economic and
Monetary Union has established a single currency, the Euro
Currency ("Euro") that will replace the national currency of
certain European countries effective January 1, 1999. Computer
systems and applications must be adapted in order to be able to
process Euro sensitive information accurately beginning in 1999.
Should any of the computer systems employed by the Funds' major
service providers fail to process Year 2000 or Euro related
information properly, that could have a significant negative
impact on the Funds' operations and the services that are
provided to the Funds' shareholders. In addition, to the extent
that the operations of issuers of securities held by the Funds
are impaired by the Year 2000 problem or the Euro, or prices of
securities held by the Funds decline as a result of real or
perceived problems relating to the Year 2000 or the Euro, the
value of the Funds' shares may be materially affected.

With respect to the Year 2000, the Funds have been advised that
Alliance, each Fund's investment adviser, Alliance Fund
Distributors, Inc, ("AFD"), each Fund's principal underwriter,
and Alliance Fund Services, Inc. ("AFS"), each Fund's registrar,
transfer agent and dividend disbursing agent (collectively,
"Alliance") began to address the Year 2000 issue several years
ago in connection with the replacement or upgrading of certain
computer systems and applications. During 1997, Alliance began a
formal Year 2000 initiative, which established a structured and
coordinated process to deal with the Year 2000 issue. Alliance
reports that it has completed its assessment of the Year 2000
issues on its domestic and international computer systems and
applications. Currently, management of Alliance expects that the
required modifications for the majority of its significant
systems and applications that will be in use on January 1, 2000,
will be completed and tested by the end of 1998. Full
integration testing of these systems and testing of interfaces
with third-party suppliers will continue through 1999. At this
time, management of Alliance believes that the costs associated
with resolving this issue will not have a material adverse effect
on its operations or on its ability to provide the level of
services it currently provides to the Funds.

With respect to the Euro, the Funds have been advised that
Alliance has established a project team to assess changes that
will be required in connection with the introduction of the Euro.
Alliance reports that its project team has assessed all systems,
including those developed or managed internally, as well as those

<PAGE>

provided by vendors, in order to determine the modifications that
will be required to process accurately transactions denominated
in Euro after 1998. At this time, management of Alliance expects
that the required modifications for the introduction of the Euro
will be completed and tested before the end of 1998. Management
of Alliance believes that the costs associated with resolving
this issue will not have a material adverse effect on its
operations or on its ability to provide the level of services it
currently provides to the Funds.

The Funds and Alliance have been advised by the Funds' Custodians
that they are also in the process of reviewing their systems with
the same goals. As of the date of this prospectus, the Funds and
Alliance have no reason to believe that the Custodians will be
unable to achieve these goals.

<PAGE>

MANAGEMENT OF THE FUND

INVESTMENT ADVISER

Each Fund's Adviser is Alliance Capital Management, L.P.,
1345 Avenue of the Americas, New York, NY 10105. Alliance is a
leading international investment adviser supervising client
accounts with assets as of December 31, 1998 totaling more than
$___ billion (of which approximately $__ billion represented
assets of investment companies). Alliance's clients are
primarily major corporate employee benefit plans, public employee
retirement systems, investment companies, foundations, and
endowment funds. The __ registered investment companies, with
more than ___ separate portfolios, managed by Alliance currently
have over two million shareholders. As of December 31, 1998,
Alliance was retained as investment manager for over [ ] of the
Fortune 100 Companies.

Alliance provides investment advisory services and order
placement facilities for the Funds. For these advisory services,
the Funds paid Alliance as a percentage of net assets:

FEE AS A FISCAL
PERCENTAGE YEAR
FUND OF NET ASSETS * ENDING

Premier Growth
Growth
Technology
Quasar
Alliance Fund
Growth and Income Fund
Balanced Shares
Utility Income Fund
Real Estate Investment
New Europe
Worldwide Privatization
International Premier Growth
Global Small Cap
International
Greater China '97
All-Asia Investment
Global Environment

* Fees are stated net of waivers and/or reimbursements. See the
"Fee Table" at the beginning of the Prospectus for more
information about fee waivers.

In connection with providing advisory services to GREATER CHINA
'97 FUND, Alliance has, at its expense, retained as a consultant
New Alliance, a joint venture company headquartered in Hong Kong,
which was formed in 1997 by Alliance and Sun Hung Kai Properties

<PAGE>

Limited. New Alliance provides Alliance with ongoing, current,
and comprehensive information and analysis of conditions and
developments in Greater China countries.

In connection with investments in real estate securities,
Alliance has, at its expense, retained as a consultant CB Richard
Ellis, Inc. ("CBRE"). CBRE is a publicly held company and the
largest real services company in the United States, comprised of
real estate brokerage, property, and facilities management, and
real estate finance, and investment advisory services.

PORTFOLIO MANAGER

The following table lists the person or persons who are primarily
responsible for the day-to-day management of each Fund's
portfolio, the length of time that each person has been primarily
responsible, and each person's principal occupation during the
past five years.

PRINCIPAL OCCUPATION
DURING THE PAST FIVE
FUND EMPLOYEE; YEAR; TITLE (5) YEARS

Premier Growth Alfred Harrison; since Associated with Alliance
inception--Vice Chairman of
Alliance Capital Management
Corporation (ACMC)

Growth Tyler Smith; since inception-- Associated with Alliance
Senior Vice President of ACMC

Technology Peter Anastos; since 1992-- Associated with Alliance
Senior Vice President of ACMC
Gerald T. Malone; since 1992-
-Senior Vice President of ACMC

Quasar Alden M. Stewart since 1994-- Associated with Alliance
Executive Vice President of
ACMC*
Randall E. Haase since 1994-- Associated with Alliance
Senior Vice President of ACMC

Alliance Fund Alden M. Stewart; since 1997-- (see above)
(see above)

Randall E. Haase; since 1997- (see above)
(see above)

Growth & Income Paul Rissman; since 1994-- Associated with Alliance
Senior Vice President of ACMC

Balanced Shares Paul Rissman since 1997--(see (see above)

<PAGE>

above)

Utility Income Paul Rissman since 1996--(see (see above)
above)

Real Estate
Investment Daniel G. Pine; since 1996-- Associated with Alliance
Senior Vice President of ACMC since 1996; prior
thereto; Senior Vice
President of Desai
Capital Management

David Kruth; since 1997--Vice Associated with Alliance
President of ACMC since 1997; prior
thereto; Senior Vice
President of Yarmouth
Group

New Europe Steven Beinhacker; since 1997-- Associated with Alliance
Vice President of ACMC

Worldwide
Privatization Mark H. Breedon; since inception Associated with Alliance
Senior Vice President of
ACMC and Director and
Vice President of
Alliance Capital
Limited **

International
Premier Growth Alfred Harrison; since 1998-- (see above)
(see above)
Thomas Kamp since 1998--Senior Associated with Alliance
Vice President of ACMC

Global Small Cap Alden M. Stewart; since 1994-- (see above)
(see above)
Randall E. Haase; since 1994-- (see above)
(see above)
Ronald L. Simcoe; since 1993-- Associated with Alliance
Vice President of ACMC

International Bruce W. Calvert; since 1998-- Associated with Alliance
Vice Chairman and Chief
Investment Officer of ACMC

Greater China '97 Matthew W.S. Lee; since 1997-- Associated with Alliance
Vice President of ACMC since 1997; prior
thereto; associated with
National Mutual Funds
Management (Asia) and

<PAGE>

James Capel and Co.
since prior to 1994

All-Asia
Investment Hiroshi Motoki; since 1998-- Associated with Alliance
Senior Vice President of ACMC since 1994; prior
and director of Japanese/Asian thereto; associated with
Equity research Ford Motor Company

Global Environment Linda Bolton Weiser; since Associated with Alliance
1998-- Vice President of ACMC

* The sole general partner of Alliance.
** An indirect wholly-owned subsidiary of Alliance.

PERFORMANCE OF SIMILARLY MANAGED PORTFOLIOS. In addition to
managing the assets of PREMIER GROWTH FUND, Mr. Harrison has
ultimate responsibility for the management of discretionary tax-
exempt accounts of institutional clients managed as described
below without significant client-imposed restrictions
("Historical Portfolios"). These accounts have substantially the
same investment objectives and policies and are managed in
accordance with essentially the same investment strategies and
techniques as those for PREMIER GROWTH FUND, except for the
ability of PREMIER GROWTH FUND to use futures and options as
hedging tools and to invest in warrants. The Historical
Portfolios also are not subject to certain limitations,
diversification requirements and other restrictions imposed under
the 1940 Act and the Code to which PREMIER GROWTH FUND, as a
registered investment company, is subject and which, if
applicable to the Historical Portfolios, may have adversely
affected the performance results of the Historical Portfolios.
See "Investment Objective and Policies."

Set forth below is performance data provided by Alliance relating
to the Historical Portfolios for each of the nineteen full
calendar years during which Mr. Harrison has managed the
Historical Portfolios as an employee of Alliance and cumulatively
through September 30, 1998. As of September 30, 1998, the assets
in the Historical Portfolios totaled approximately $12.3 billion
and the average size of an institutional account in the
Historical Portfolio was $412 million. Each Historical Portfolio
has a nearly identical composition of investment holdings and
related percentage weightings.

<PAGE>

and lower returns for PREMIER GROWTH FUND. Expenses associated
with the distribution of Class A, Class B and Class C shares of
PREMIER GROWTH FUND in accordance with the plan adopted by
PREMIER GROWTH FUND's Board of Directors pursuant to Rule 12b-1
under the 1940 Act ("distribution fees") are also excluded. See
"Expense Information." The performance data has also not been
adjusted for corporate or individual taxes, if any, payable by
the account owners.

Alliance has calculated the investment performance of the
Historical Portfolios on a trade-date basis. Dividends have been
accrued at the end of the month and cash flows weighted daily.
Composite investment performance for all portfolios has been
determined on an asset weighted basis. New accounts are included
in the composite investment performance computations at the
beginning of the quarter following the initial contribution. The
total returns set forth below are calculated using a method that
links the monthly return amounts for the disclosed periods,
resulting in a time-weighted rate of return.

As reflected below, the Historical Portfolios have over time
performed favorably when compared with the performance of
recognized performance indices. The S&P 500 Index is a widely
recognized, unmanaged index of market activity based upon the
aggregate performance of a selected portfolio of publicly traded
common stocks, including monthly adjustments to reflect the
reinvestment of dividends and other distributions. The S&P 500
Index reflects the total return of securities comprising the
Index, including changes in market prices as well as accrued
investment income, which is presumed to be reinvested. The
Russell 1000 universe of securities is compiled by Frank Russell
Company and is segmented into two style indices, based on the
capitalization-weighted median book-to-price ratio of each of the
securities. At each reconstitution, the Russell 1000
constituents are ranked by their book-to-price ratio. Once so
ranked, the breakpoint for the two styles is determined by the
median market capitalization of the Russell 1000. Thus, those
securities falling within the top fifty percent of the cumulative
market capitalization (as ranked by descending book-to-price)
become members of the Russell Price-Driven Indices. The Russell
1000 Growth Index is, accordingly, designed to include those
Russell 1000 securities with a greater-than-average growth
orientation. In contrast with the securities in the Russell
Price-Driven Indices, companies in the Growth Index tend to
exhibit higher price-to-book and price-earnings ratios, lower
dividend yield and higher forecasted growth values.

<PAGE>

material economic and market factors that existed during the time
period shown. The S&P 500 Index and Russell 1000 Growth Index do
not reflect the deduction of any fees. If PREMIER GROWTH FUND
were to purchase a portfolio of securities substantially
identical to the securities comprising the S&P 500 Index or the
Russell 1000 Growth Index, PREMIER GROWTH FUND's performance
relative to the index would be reduced by PREMIER GROWTH FUND's
expenses, including brokerage commissions, advisory fees,
distribution fees, custodial fees, transfer agency costs and
other administrative expenses, as well as by the impact on
PREMIER GROWTH FUND's shareholders of sales charges and income
taxes.

The Lipper Growth Fund Index is prepared by Lipper Analytical
Services, Inc. and represents a composite index of the investment
performance for the 30 largest growth mutual funds. The
composite investment performance of the Lipper Growth Fund Index
reflects investment management and administrative fees and other
operating expenses paid by these mutual funds and reinvested
income dividends and capital gain distributions, but excludes the
impact of any income taxes and sales charges.

The following performance data is provided solely to illustrate
Mr. Harrison's performance in managing the Historical Portfolios
and the PREMIER GROWTH FUND as measured against certain broad
based market indices and against the composite performance of
other open-end growth mutual funds. Investors should not rely on
the following performance data of the Historical Portfolios as an
indication of future performance of PREMIER GROWTH FUND. The
composite investment performance for the periods presented may
not be indicative of future rates of return. Other methods of
computing investment performance may produce different results,
and the results for different periods may vary.

SCHEDULE OF COMPOSITE INVESTMENT PERFORMANCE--
HISTORICAL PORTFOLIOS*

RUSSELL LIPPER
PREMIER HISTORICAL S&P 500 100 GROWTH
GROWTH PORTFOLIOS INDEX GROWTH INDEX FUND INDEX
FUND TOTAL RETURN** TOTAL RETURN TOTAL RETURN TOTAL RETURN

<PAGE>

1989 --- 38.80 31.69 35.92 28.60
1988 --- 10.88 16.61 11.27 15.80
1987 -- 8.49 5.25 5.31 1.00
1986 --- 27.40 18.67 15.36 15.90
1985 --- 37.41 31.73 32.85 30.30
1984 --- (3.31) 6.27 (.95) (2.80)
1983 --- 20.80 22.56 15.98 22.30
1982 --- 28.02 21.55 20.46 20.20
1981 --- (1.09) (4.92) (11.31) (8.40)
1980 --- 50.73 32.50 39.57 37.30
1979 --- 30.76 18.61 23.91 27.40
Cumulative total
return for
the period
January 1, 1979 to
December 31, 1998

--- %

* Total return is a measure of investment performance that is
based upon the change in value of an investment from the
beginning to the end of a specified period and assumes
reinvestment of all dividends and other distributions. The
basis of preparation of this data is described in the
preceding discussion. Total returns for PREMIER GROWTH FUND
are for Class A shares, with imposition of the maximum
4.25% sales charge.

** Assumes imposition of the maximum advisory fee charged by
Alliance for any Historical Portfolio for the period
involved.

*** During this period, the Historical Portfolios differed from
PREMIER GROWTH FUND in that PREMIER GROWTH FUND invested a
portion of its net assets in warrants on equity securities
in which the Historical Portfolios were unable, by their
investment restrictions, to purchase. In lieu of warrants,
the Historical Portfolios acquired the common stock upon
which the warrants were based.

The average annual total returns presented below are based upon
the cumulative total return as of December 31, 1998 and, for more
than one year, assume a steady compounded rate of return and are
not year-by-year results, which fluctuated over the periods as
shown.

<PAGE>

AVERAGE ANNUAL TOTAL RETURNS

PREMIER RUSSELL LIPPER
GROWTH HISTORICAL S&P 1000 GROWTH
FUND PORTFOLIOS INDEX GROWTH INDEX FUND INDEX
One year % % % % %
Three years
Five years
Ten years
Since January 1,
1979 ---

+ Since inception on 9/28/92

The Funds' Statements of Additional Information has more detailed
information about Alliance and other Fund service providers.

PURCHASE AND SALE OF SHARES

HOW THE FUND VALUES ITS SHARES

The Funds' net asset value or NAV is calculated at 4 p.m. Eastern
time each day the Exchange is open for business. To calculate
NAV, the Fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the
number of shares outstanding. The Funds' value their securities
at their current market value determined on the basis of market
quotations, or, if such quotations are not readily available,
such other methods as the Funds' directors believe accurately
reflect fair market value.

Your order for purchase, sale, or exchange of shares is priced at
the next NAV calculated after your order is accepted by the Fund.
Your purchase of Fund shares may be subject to an initial sales
charge. Sales of Fund shares may be subject to a contingent
deferred sales charge or CDSC. See the next section of this
Prospectus, DISTRIBUTION ARRANGEMENTS, for details.

HOW TO BUY SHARES

You may purchase a Funds' shares through broker-dealers, banks,
or other financial intermediaries. You also may purchase shares
directly from the Funds' principal underwriter, Alliance Fund
Distributors, Inc., or AFD.

Minimum investment amounts are:

-- Initial: $250
-- Subsequent: $ 50
-- Automatic Investment Program: $ 25

100

<PAGE>

If you are an existing Fund shareholder, you may purchase shares
by electronic funds transfer in amounts not exceeding $500,000 if
you have completed the appropriate section of the Shareholder
Application. Call 800-221-5672 to arrange a transfer from your
bank account.

A Fund is required to withhold 31% of taxable dividends, capital
gains distributions, and redemptions paid to shareholders who
have not provided the Fund with their certified taxpayer
identification number. To avoid this, you must provide your
correct Tax Identification Number (Social Security Number for
most investors) on your account application.

A Fund may refuse any order to purchase shares. In this regard,
the Funds' reserve the right to restrict purchases of shares
(including through exchanges) when they appear to evidence a
pattern of frequent purchases and sales made in response to
short-term considerations.

HOW TO EXCHANGE SHARES

You may exchange your Fund shares for shares of the same class of
other Alliance Mutual Funds (including AFD Exchange Reserves, a
money market fund managed by Alliance). Exchanges shares are
made at the next-determined NAV, without sales or service
charges. You may request an exchange by mail or telephone. You
must call by 4:00 p.m. Eastern time to receive that day's NAV.
The Funds may change, suspend, or terminate the exchange service
on 60 days' written notice.

HOW TO SELL SHARES

You may "redeem" your shares (i.e., sell your shares to a Fund)
on any day the NYSE is open, either directly or through your
financial intermediary. Your sales price will be the next-
determined NAV, less any applicable CDSC, after the Fund receives
your sales request in proper form. Normally, proceeds will be
sent to you within 7 days. If you recently purchased your shares
by check or electronic funds transfer, you cannot redeem any
portion of it until the Fund is reasonably satisfied that the
check or electronic funds transfer has been collected (which may
take up to 15 days).

-- Selling Shares Through Your Broker

Your broker must receive your sales request by 4:00 p.m., Eastern
time, and submit it to the Fund by 5:00 p.m., Eastern time, for
you to receive that day's NAV, less any applicable CDSC. Your
broker is responsible for submitting all necessary documentation
to the Fund and may charge you for this service.

101

<PAGE>

-- Selling Shares Directly to the Fund

BY MAIL:

- Send a signed letter of instruction or stock power,
along with certificates, to:

Alliance Fund Services
P.O. Box 1520
Secaucus, N.J. 07906-1520
800-221-5672

- For your protection, a bank, a member firm of a national
stock exchange, or other eligible guarantor institution,
must guarantee signatures. Stock power forms are
available from your financial intermediary, AFS, and
many commercial banks. Additional documentation is
required for the sale of shares by corporations,
intermediaries, fiduciaries, and surviving joint owners.
If you have any questions about these procedures,
contact AFS.

BY TELEPHONE:

- You may redeem your shares for which no stock
certificates have been issued by telephone request.
Call AFS at 800-221-5672 with instructions on how you
wish to receive your sale proceeds.

- A telephone redemption request must be received by
4:00 p.m. Eastern time for you to receive that day's
NAV, less any applicable CDSC.

-- If you have selected electronic funds transfer in your
Shareholder Application, the redemption proceeds may be
sent directly to your bank. Otherwise, the proceeds
will be mailed to you.

-- Redemption requests by electronic funds transfer may not
exceed $100,000 per day and redemption requests by check
cannot exceed $50,000 per day.

-- Telephone redemption is not available for shares held in
nominee or "street name" accounts, retirement plan
accounts, or shares held by a shareholder who has
changed his or her address of record within the previous
30 calendar days.

102

<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund's income dividend and capital gains distribution, if
any, declared by a Fund on its outstanding shares will, at the
election of each shareholder, be paid in cash or in additional
shares of the same class of shares of that Fund. If paid in
additional shares, the shares will have an aggregate net asset
value as of the close of business on the day following the
declaration date of the dividend or distribution equal to the
cash amount of the dividend or distribution. You may make an
election to receive dividends and distributions in cash or in
shares at the time you purchase shares. Your election can be
changed at any time prior to a record date for a dividend. There
is no sales or other charge in connection with the reinvestment
of dividends or capital gains distributions. Cash dividends may
be paid in check, or at your election, electronically via the ACH
network. There is no sales or other charge on the reinvestment
of Fund distributions.

If you receive an income dividend or capital gains distribution
in cash you may, within 120 days following the date of its
payment, reinvest the dividend or distribution in additional
shares of that Fund without charge by returning to Alliance, with
appropriate instructions, the check representing the dividend or
distribution. Thereafter, unless you otherwise specify, you will
be deemed to have elected to reinvest all subsequent dividends
and distributions in shares of that Fund.

The Funds expect that distributions will consist either of net
income or long-term capital gains. For federal income tax
purposes, the Fund's dividend distributions of net income (or
short-term taxable gains) will be taxable to you as ordinary
income. Any capital gains distributions may be taxable to you as
capital gains. A Fund's distributions also may be subject to
certain state and local taxes.

While it is the intention of each Fund to distribute to its
shareholders substantially all of each fiscal year's net income
and net realized capital gains, if any, the amount and time of
any dividend or distribution will depend on the realization by
the Fund of income and capital gains from investments. There is
no fixed dividend rate and there can be no assurance that a Fund
will pay any dividends or realize any capital gains. Since REITs
pay distributions based on cash flow, without regard to
depreciation and amortization, it is likely that a portion of the
distributions paid to REAL ESTATE INVESTMENT FUND and
subsequently distributed to shareholders may be a nontaxable
return of capital. The final determination of the amount of a
Fund's return of capital distributions for the period will be
made after the end of each calendar year.

103

<PAGE>

Investment income received by a Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the
source. To the extent that any Fund is liable for foreign income
taxes withheld at the source, each Fund intends, if possible, to
operate so as to meet the requirements of the Code to "pass
through" to the Fund's shareholders credits for foreign income
taxes paid (or to permit shareholders to claim a deduction for
such foreign taxes), but there can be no assurance that any Fund
will be able to do so. Furthermore, a shareholder's ability to
claim a foreign tax credit or deduction in respect of foreign
taxes paid by a Fund may be subject to certain limitations
imposed by the Code, as a result of which a shareholder may not
be permitted to claim a full credit or deduction for the amount
of such taxes.

Under certain circumstances, if a Fund realizes losses (e.g.,
from fluctuations in currency exchange rates) after paying a
dividend, all or a portion of the dividend may subsequently be
characterized as a return of capital. Returns of capital are
generally nontaxable, but will reduce a shareholder's basis in
shares of a Fund. If that basis is reduced to zero (which could
happen if the shareholder does not reinvest distributions and
returns of capital are significant), any further returns of
capital will be taxable as capital gain. See the Fund's SAI for
a further explanation of these tax issues.

If you buy shares just before a Fund deducts a distribution from
its net asset value, you will pay the full price for the shares
and then receive a portion of the price back as a taxable
distribution.

The sale or exchange of Fund shares is a taxable transaction for
Federal income tax purposes.

Each year shortly after December 31, the Funds will send you tax
information stating the amount and type of all its distributions
for the year. Consult your tax adviser about the federal, state,
and local tax consequences in your particular circumstances.

DISTRIBUTION ARRANGEMENT

Share Classes. The Fund offers three classes of shares.

CLASS A SHARES--INITIAL SALES CHARGE ALTERNATIVE

You can purchase Class A shares at NAV with an initial sales
charge as follows.

104

<PAGE>

INITIAL SALES CHARGE
Commission to
Dealer/Agent
As % of Net As % of as % of
Amount Purchased Amount Invested Offering Price Offering Price

Up to $100,000 4.44% 4.25% 4.00%
$100,000 up to $250,000 3.36 3.25 3.00
$250,000 up to $500,000 2.30 2.25 2.00
$500,000 up to $1,000,000 1.78 1.75 1.50

You pay no initial sales charge on purchases of Class A Shares in
the amount of $1,000,000, but may pay a 1% CDSC if you redeem
your shares within 1 year. Alliance may pay the dealer or agent
a fee of up to 1% of the dollar amount purchased. Certain
purchases of Class A shares may qualify for reduced or eliminated
sales charges under a Fund's Combined Purchase Privilege,
Cumulative Quantity Discount, Statement of Intention, Privilege
for Certain Retirement Plans, Reinstatement Privilege, and Sales
at Net Asset Value Programs. Consult the Subscription
Application and a Fund's SAI for additional information about
these options.

CLASS B SHARES--DEFERRED SALES CHARGE ALTERNATIVE

You can purchase Class B Shares at NAV without an initial sales
charge. A Fund will thus receive the full amount of your
purchase. Your investment, however, will be subject to a CDSC if
you redeem shares within 4 years of purchase. The CDSC varies
depending of the number of years you hold the shares. The CDSC
amounts are:

YEARS SINCE PURCHASE CDSC
First 4.0%
Second 3.0%
Third 2.0%
Fourth 1.0%
Fifth None

If you exchange your shares for the Class B shares of another
Alliance Mutual Fund, the CDSC also will apply to those Class B
shares. The CDSC period begins with the date of your original
purchase, not the date of exchange for the other Class B shares.

The Fund's Class B shares purchased for cash automatically
convert to Class A shares eight years after the end of the month
of your purchase. If you purchase shares by exchange for the
Class B shares of another Alliance Mutual Fund, the conversion
period runs from the date of your original purchase.

105

<PAGE>

CLASS C SHARES--ASSET-BASED SALES CHARGE ALTERNATIVE

You can purchase shares at NAV without an initial sales charge.
A Fund will thus receive the full amount of your purchase. Your
investment, however, will be subject to a 1% CDSC if you redeem
your shares within 1 year. If you exchange your shares for the
Class C shares of another Alliance Mutual Fund, the 1% CDSC also
will apply to those Class C shares. The 1-year period for the
CDSC begins with the date of your original purchase, not the date
of the exchange for the other Class C shares.

Class C shares do not convert to any other class of shares of the
Fund.

Asset-based Sales Charge or Rule 12b-1 Fees. Each Fund has
adopted a plan under SEC Rule 12b-1 that allows the Fund to pay
asset-based sales charges or distribution and service fees for
the distribution and sale of its shares. The amount of these
fees for each class of the Fund's shares is:

RULE 12B-1 FEE (AS A PERCENT OF
AGGREGATE AVERAGE DAILY NET ASSETS)

Class A .30%*
Class B 1.00%
Class C 1.00%

* The fee under the Rule 12b-1 Plan for the Class A shares of
GROWTH FUND and PREMIER GROWTH FIND is .50% of the aggregate
average daily net assets. The Directors of GROWTH FUND
currently limit the payments to .30%. The Directors of
PREMIER GROWTH FUND limit payments for Class A shares
purchased after November 1993 to .30% of net assets.

Because these fees are paid out of the Fund's assets on an on-
going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales
fees. Class B and Class C shares are subject to higher
distribution fees than Class A shares (Class B shares are subject
to these higher fees for a period of eight years, after which
they convert to Class A shares). The higher fees mean a higher
expense ratio, so Class B and Class C shares pay correspondingly
lower dividends and may have a lower net asset value than Class A
shares.

Choosing a Class of Shares. The decision as to which class of
shares is more beneficial to you depends on the amount and
intended length of your investment. If you are making a large
investment, thus qualifying for a reduced sales charge, you might
consider purchasing Class A shares. If you are making a smaller
investment, you might consider purchasing Class B shares because
100% of your purchase is invested immediately. If you are unsure

106

<PAGE>

of the length of your investment, you might consider Class C
shares because there is no initial sales charge and no CDSC as
long as the shares are held for one year or more. Dealers and
agents may receive differing compensation for selling Class A,
Class B, or Class C shares. There is no size limit on purchases
of Class A shares. The maximum purchase of Class B shares is
$250,000. The maximum purchase of Class C shares is $1,000,000.

You should consult your financial agent to assist in choosing a
class of Fund shares.

Application of the CDSC. The CDSC is applied to the lesser of
the original cost of shares being redeemed or NAV at the time of
redemption (or, as to Fund shares acquired through an exchange,
the cost of the Alliance Mutual Fund shares originally purchased
for cash). Shares obtained from dividend or distribution
reinvestment are not subject to the CDSC. The Fund may waive the
CDSC on redemptions of shares following the death or disability
of a shareholder, to meet the requirements of certain qualified
retirement plans, or under a monthly, bimonthly, or quarterly
systematic withdrawal plan. See the Fund's SAI or further
information about CDSC waivers.

Other. A transaction, service, administrative or other similar
fee may be charged by your broker-dealer, agent, financial
intermediary or other financial representative with respect to
the purchase, sale or exchange of Class A, Class B or Class C
shares made through such financial representative. Such financial
intermediaries may also impose requirements with respect to the
purchase, sale, or exchange of shares that are different from, or
in addition to, those imposed by a Fund, including requirements
as to the minimum initial and subsequent investment amounts.

In addition to the discount or commission paid to dealers or
agents, AFD from time to time pays additional cash or other
incentives to dealers or agents for the sale of shares of the
Funds. Such additional amounts may be utilized, in whole or in
part, in some cases together with other revenues of such dealers
or agents, to provide additional compensation to registered
representatives who sell shares of the Funds. On some occasions,
such cash or other incentives will be conditioned upon the sale
of a specified minimum dollar amount of the shares of a Fund
and/or other Alliance Mutual Funds during a specific period of
time. Such incentives may take the form of payment for
attendance at seminars, meals, sporting events or theater
performances, or payment for travel, lodging and entertainment
incurred in connection with travel by persons associated with a
dealer or agent to urban or resort locations within or outside
the United States. Such dealer or agent may elect to receive
cash incentives of equivalent amount in lieu of such payments.

107

<PAGE>

GENERAL INFORMATION

Under unusual circumstances, a Fund may suspend redemptions or
postpone payment for up to seven days or longer, as permitted by
federal securities law. The Funds reserve the right to close an
account that through redemption has remained below $200 for 90
days. Shareholders will receive 60 days' written notice to
increase the account value before the account is closed.

During drastic economic or market developments, you might have
difficulty in reaching AFS by telephone, in which event you
should issue written instructions to AFS. AFS is not responsible
for the authenticity of telephone requests to purchase, sell, or
exchange shares. AFS will employ reasonable procedures to verify
that telephone requests are genuine, and could be liable for
losses resulting from unauthorized transactions if it failed to
do so. Dealers and agents may charge a commission for handling
telephone requests. The telephone service may be suspended or
terminated at any time without notice.

Shareholder Services. AFS offers a variety of shareholder
services. For more information about these services or your
account, call AFS's toll-free number, 800-221-5672. Some
services are described in the attached Subscription Application.
You also may request a shareholder's manual explaining all
available services by calling 800-227-4618.

Employee Benefit Plans. Certain employee benefit plans,
including employer-sponsored tax-qualified 401(k) plans and other
defined contribution retirement plans ("Employee Benefit Plans"),
may establish requirements as to the purchase, sale or exchange
of shares, including maximum and minimum initial investment
requirements, that are different from those described in this
Prospectus. Employee Benefit Plans also may not offer all
classes of shares of the Funds. In order to enable participants
investing through Employee Benefit Plans to purchase shares of
the Funds, the maximum and minimum investment amounts may be
different for shares purchased through Employee Benefit Plans
from those described in this Prospectus. In addition, the
Class A, Class B, and Class C CDSC may be waived for investments
made through Employee Benefit Plans.

108

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
a Fund's financial performance for the period of the Fund's
operations. Certain information reflects financial information
for a single Fund share. The total return in the table
represents the rate that an investor would have earned (or lost)
on an investment in the Fund (assuming investment of all
dividends and distributions). The information has been audited
by ______________, the Fund's independent auditors, whose report,
along with Fund's financial statements, appears in the Statement
of Additional Information, which is available upon request.

CLASS A
YEAR ENDED
_______________________________________

1998 1997 1996 1995 1994

Net asset value, beginning of
period $ $ $ $ $

INCOME FROM INVESTMENT OPERATIONS
Net investment income (Loss)

Net Realized and Unrealized Gain
(Loss) on Investments
Net Increases (Decrease) in Net
Asset Value From Operations

LESS: DISTRIBUTIONS
Dividends From Net Investment
Income
Dividends From Net Realized Gains
Total Dividends and Distributions

Net asset value, end of period

TOTAL RETURN
Total investment return based on
net asset value

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period (000's
omitted)
Ratio of Expenses To Average Net
Assets
Ration of Net Investment Income
(Loss) To Average Net Assets
Portfolio Turnover Rate

109

<PAGE>

CLASS B
YEAR ENDED
_________________________________________
1998 1997 1996 1995 1994

Net asset value, beginning of
period $ $ $ $ $

INCOME FROM INVESTMENT OPERATIONS
Net investment income (Loss)

Net Realized and Unrealized Gain
(Loss) on Investments
Net Increases (Decrease) in Net
Asset Value From Operations

LESS: DISTRIBUTIONS
Dividends From Net Investment
Income
Dividends From Net Realized Gains
Total Dividends and Distributions

Net asset value, end of period

TOTAL RETURN
Total investment return based on
net asset value

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period (000's
omitted)
Ratio of Expenses To Average Net
Assets
Ration of Net Investment Income
(Loss) To Average Net Assets
Portfolio Turnover Rate

110

<PAGE>

CLASS C
YEAR ENDED
_________________________________________
1998 1997 1996 1995 1994

Net asset value, beginning of
period $ $ $ $ $

INCOME FROM INVESTMENT OPERATIONS
Net investment income (Loss)

Net Realized and Unrealized Gain
(Loss) on Investments
Net Increases (Decrease) in Net
Asset Value From Operations

LESS: DISTRIBUTIONS
Dividends From Net Investment
Income
Dividends From Net Realized Gains
Total Dividends and Distributions

Net asset value, end of period

TOTAL RETURN
Total investment return based on
net asset value

RATIOS/SUPPLEMENTAL DATA
Net Assets, end of period (000's
omitted)
Ratio of Expenses To Average Net
Assets
Ration of Net Investment Income
(Loss) To Average Net Assets
Portfolio Turnover Rate

111

<PAGE>

For more information about the Funds, the following documents are
available upon request:

- -- ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS

The Funds' annual and semi-annual reports to shareholders contain
additional information on the Funds' investments. In the annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected a Fund's
performance during its last fiscal year.

- -- STATEMENT OF ADDITIONAL INFORMATION (SAI)

Each Fund has an SAI, which contains more detailed information
about the Fund, including its operations and investment policies.
The Funds' SAIs are incorporated by reference into (and is
legally part of) this prospectus.

You may request a free copy of the current annual/semi-annual
report or the SAI, by contacting your broker or other financial
intermediary, or by contacting Alliance:

BY MAIL: c/o Alliance Fund Services, Inc.
P.B. Box 1520
Secaucus, NJ 07096-1520

BY PHONE: For Information: (800) 221-5672
For Literature: (800) 227-4618

Or you may view or obtain these documents from the SEC:

IN PERSON: at the SEC's Public Reference Room in
Washington, D.C.

BY PHONE: 1-800-SEC-0330

BY MAIL: Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)

ON THE INTERNET: www.sec.gov

Your also may find more information about Alliance and the Funds
on the Internet at: www.Alliancecapital.com

112

<PAGE>

APPENDIX A

The following is additional information about the United Kingdom,
Japan and Greater China countries.

Investment in United Kingdom Issuers. Investment in securities
of United Kingdom issuers involves certain considerations not
present with investment in securities of U.S. issuers. As with
any investment not denominated in the U.S. dollar, the U.S.
dollar value of the Fund's investment denominated in the British
pound sterling will fluctuate with pound sterling-dollar exchange
rate movements. Between 1972, when the pound sterling was
allowed to float against other currencies, and the end of 1992,
the pound sterling generally depreciated against most major
currencies, including the U.S. dollar. Between September and
December 1992, after the United Kingdom's exit from the Exchange
Rate Mechanism of the European Monetary System, the value of the
pound sterling fell by almost 20% against the U.S. dollar. The
pound sterling has since recovered due to interest rate cuts
throughout Europe and an upturn in the economy of the United
Kingdom. The average exchange rate of the U.S. dollar to the
pound sterling was 1.50 in 1993 and 1.64 in 1997. On October 13,
1998 the U.S. dollar-pound sterling exchange rate was 1.71.

The United Kingdom's largest stock exchange is the London Stock
Exchange, which is the third largest exchange in the world. As
measured by the FT-SE 100 index, the performance of the 100
largest companies in the United Kingdom reached 5,135.5 at the
end of 1997, up approximately 25% from the end of 1996. On
October 5, 1998 the FT-SE 100 index closed at 4648.7, the lowest
close in the 12-month period prior to that date, after reaching a
high of 6179.0 on July 20, 1998. The FT-SE 100 index closed at
4990.1 on October 14, 1998.

In January 1999, the Economic and Monetary Union ("EMU") is
scheduled to take effect. The EMU will establish a common
currency for European countries that meet the eligibility
criteria and choose to participate. Although the United Kingdom
meets the eligibility criteria, the government has not taken any
action to join the EMU.

From 1979 until 1997 the Conservative Party controlled
Parliament. In the May 1, 1997 general elections, however, the
Labour Party, led by Tony Blair, won a majority in Parliament,
holding 418 of 658 seats in the House of Commons. Mr. Blair, who
was appointed Prime Minister, has launched a number of reform
initiatives, including an overhaul of the monetary policy
framework intended to protect monetary policy from political
forces by vesting responsibility for setting interest rates in a
new Monetary Policy Committee headed by the Governor of the Bank
of England, as opposed to the Treasury. Prime Minister Blair has
also undertaken a comprehensive restructuring of the regulation

A-1

<PAGE>

of the financial services industry. For further information
regarding the United Kingdom, see the Statement of Additional
Information of New Europe Fund.

Investment in Japanese Issuers. Investment in securities of
Japanese issuers involves certain considerations not present with
investment in securities of U.S. issuers. As with any investment
not denominated in the U.S. dollar, the U.S. dollar value of each
Fund's investments denominated in the Japanese yen will fluctuate
with yen-dollar exchange rate movements. Between 1985 and 1995,
the Japanese yen generally appreciated against the U.S. dollar,
but has since fallen from its post-World War II high (in 1995)
against the U.S. dollar.

Japan's largest stock exchange is the Tokyo Stock Exchange, the
First Section of which is reserved for larger, established
companies. As measured by the TOPIX, a capitalization-weighted
composite index of all common stocks listed in the First Section,
the performance of the First Section reached a peak in 1989.
Thereafter, the TOPIX declined approximately 50% through the end
of 1997. On October 13, 1998 the TOPIX closed at 998.98, down
approximately 15% from the end of 1997. Certain valuation
measures, such as price-to-book value and price-to-cash flow
ratios, indicate that the Japanese stock market is near its
lowest level in the last twenty years relative to other world
markets.

In recent years, Japan has consistently recorded large current
account trade surpluses with the U.S. that have caused
difficulties in the relations between the two countries. On
October 1, 1994, the U.S. and Japan reached an agreement that may
lead to more open Japanese markets with respect to trade in
certain goods and services. In June 1995, the two countries
agreed in principle to increase Japanese imports of American
automobiles and automotive parts. Nevertheless it is expected
that the continuing friction between the U.S. and Japan with
respect to trade issues will continue for the foreseeable future.

Each Fund's investments in Japanese issuers will be subject to
uncertainty resulting from the instability of recent Japanese
ruling coalitions. From 1955 to 1993, Japan's government was
controlled by a single political party. Between August 1993 and
October 1996 Japan was ruled by a series of four coalition
governments. As the result of a general election on October 20,
1996, however, Japan returned to a single-party government led by
Ryutaro Hashimoto, a member of the Liberal Democratic Party
("LDP"). While the LDP does not control a majority of the seats
in the parliament, it is only three seats short of the 251 seats
required to attain a majority in the House of Representatives
(down from a 12-seat shortfall just after the October 1996
election). The popularity of the LDP declined, however, due to
the dissatisfaction with Mr. Hashimoto's leadership. In the July

A-2

<PAGE>

1998 House of Councillors election, the LDP's representation fell
to 103 seats from 120 seats. As a result of the LDP's defeat,
Mr. Hashimoto resigned as prime minister and leader of the LDP.
Mr. Hashimoto was replaced by Keizo Obuchi. For the past several
years, Japan's banking industry has been weakened by a
significant amount of problem loans. Japan's banks also have
significant exposure to the current financial turmoil in other
Asian markets. Following the insolvency of one of Japan's
largest banks in November 1997, the government proposed several
plans designed to strengthen the weakened banking sector. In
October 1998, the Japanese parliament approved several new laws
that will make $508 billion in public funds available to increase
the capital of Japanese banks, to guarantee depositors' accounts
and to nationalize the weakest banks. It is unclear whether
these new laws will achieve their intended effect. For further
information regarding Japan, see the Statements of Additional
Information of ALL-ASIA INVESTMENT FUND and INTERNATIONAL FUND.

Investment in Greater China Issuers. China, in particular, but
Hong Kong and Taiwan, as well, in significant measure because of
their existing and increasing economic, and now in the case of
Hong Kong, direct political ties with China, may be subject to a
greater degree of economic, political and social instability than
is the case in the United States.

China's economy is very much in transition. While the government
still controls production and pricing in major economic sectors,
significant steps have been taken toward capitalism and China's
economy has become increasingly market oriented. China's strong
economic growth and ability to attract significant foreign
investment in recent years stem from the economic liberalization
initiated by Deng Xiaoping who assumed power in the late 1970s.
The economic growth, however, has not been smooth and has been
marked by extremes in many respects of inordinate growth, which
has not been tightly controlled, followed by rigid measures of
austerity.

The rapidity and erratic nature of the growth have resulted in
inefficiencies and dislocations, including at times high rates of
inflation.

China's economic development has occurred notwithstanding the
continuation of the power of China's Communist Party and China's
authoritarian government control, not only of centrally planned
economic decisions, but of many aspects of the social structure.
While a significant portion of China's population has benefited
from China's economic growth, the conditions of many leave much
room for improvement. Notwithstanding restrictions on freedom of
expression and the absence of a free press, and notwithstanding
the extreme manner in which past unrest has been dealt with, the
1989 Tianamen Square uprising being a recent reminder, the
potential for renewed popular unrest associated with demands for

A-3

<PAGE>

improved social, political and economic conditions cannot be
dismissed.

Following the death of Deng Xiaoping in February 1997, Jian Zemin
became the leader of China's Communist Party. The transfer of
political power has progressed smoothly and Jiang's popularity
and credibility have gradually increased. Jiang continues to
consolidate his power, but as of yet does not appear to have the
same degree of control as did Deng Xiaoping. Jiang has continued
the market-oriented policies of Deng. Currently, China's major
economic challenge centers on reforming or eliminating
inefficient state-owned enterprises without creating an
unacceptable level of unemployment. Recent capitalistic policies
have in many respects effectively outdated the Communist Party
and the governmental structure, but both remain entrenched. The
Communist Party still controls access to governmental positions
and closely monitors governmental action. Essentially there
exists an inefficient set of parallel bureaucracies and attendant
opportunities for corruption.

In addition to the economic impact of China's internal political
uncertainties, the potential effect of China's actions, not only
on China Itself, but on Hong Kong and Taiwan as well, could also
be significant.

China is heavily dependent on foreign trade, particularly with
Japan, the United States, South Korea and Germany. Political
developments adverse to its trading partners, as well as
political and social repression, could cause the United States
and others to alter their trading policy towards China. For
example, in the United States, the continued extension of most
favored nation trading status to China which is reviewed
regularly and was reviewed in 1998 is an issue of significant
controversy. Loss of that status would clearly hurt China's
economy by reducing its exports. With much of China's trading
activity being funneled through Hong Kong and with trade through
Taiwan becoming increasingly significant, any sizable reduction
in demand for goods from China would have negative implications
for both countries. China is believed to be the largest investor
in Hong Kong and its markets and an economic downturn in China
would be expected to reverberate through Hong Kong's markets as
well.

Although China has committed by treaty to preserve Hong Kong's
autonomy and its economic, political and social freedoms for
fifty years from the July 1, 1997 transfer of sovereignty from
Great Britain to China. Hong Kong is headed by a chief
executive, appointed by the central government of China, whose
power is checked by both the government of China and a
Legislative Council. Although Hong Kong voters voted
overwhelmingly for pro-democracy candidates in the recent
election, it remains possible that China could exert its

A-4

<PAGE>

The securities markets of China and to a lesser extent Taiwan,
are relatively small, with the majority of market capitalization
and trading volume concentrated in a limited number of companies
representing a small number of industries. Consequently, GREATER
CHINA '97 Fund may experience greater price volatility and
significantly lower liquidity than a portfolio invested solely in
equity securities of U.S. companies. These markets may be
subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant
blocks of securities, than is usual in the U.S. Securities
settlements may in some instances be subject to delays and
related administrative uncertainties.

Foreign investment in the securities markets of China and Taiwan
is restricted or controlled to varying degrees. These
restrictions or controls, which apply to the Greater CHINA '97
FUND may at times limit or preclude investment in certain
securities and may increase the cost and expenses of the Fund.
China and Taiwan require governmental approval prior to
investments by foreign persons or limit investment by foreign
persons to only a specified percentage of an issuer's outstanding
securities or a specific class of securities which may have less
advantageous terms (including price) than securities of the
company available for purchase by nationals. In addition, the
repatriation of investment income, capital or the proceeds of
sales of securities from China and Taiwan is controlled under
regulations, including in some cases the need for certain advance
government notification or authority, and if a deterioration
occurs in a country's balance of payments, the country could
impose restrictions on foreign capital remittances.

GREATER CHINA '97 FUND could be adversely affected by delays in,
or a refusal to grant, any required governmental approval for
repatriation, as well as by the application to it of other
restrictions on investment. The liquidity of the Fund's
investments in any country in which any of these factors exists
could be affected by any such factor or factors on the Fund's
investments. The limited liquidity in certain Greater China
markets is a factor to be taken into account in the Fund's
valuation of portfolio securities in this category and may affect
the Fund's ability to dispose of securities in order to meet
redemption requests at the price and time it wishes to do so. It
is also anticipated that transaction costs, including brokerage
commissions for transactions both on and off the securities

A-5

<PAGE>

exchanges in Greater China countries, will be higher than in the
U.S.

Issuers of securities in Greater China countries are generally
not subject to the same degree of regulation as are U.S. issuers
with respect to such matters as timely disclosure of information,
insider trading rules, restrictions on market manipulation and
shareholder proxy requirements. Reporting, accounting and
auditing standards of Greater China countries may differ, in some
cases significantly, from U.S. standards in important respects,
and less information may be available to investors in securities
of Greater China country issuers than to investors in securities
of U.S. issuers.

Investment in Greater China companies which are in the initial
stages of their development involves greater risk than is
customarily associated with securities of more established
companies. The securities of such companies may have relatively
limited marketability and may be subject to more abrupt or
erratic market movements than securities of established companies
or broad market indices.

A-6

<PAGE>

THE ALLIANCE STOCK FUNDS

ADVISOR CLASS

PROSPECTUS

FEBRUARY 1, 1999

DOMESTIC STOCK FUNDS

-ALLIANCE PREMIER GROWTH FUND
-ALLIANCE GROWTH FUND
-ALLIANCE TECHNOLOGY FUND
-ALLIANCE QUASAR FUND
-THE ALLIANCE FUND

TOTAL RETURN FUNDS

-ALLIANCE GROWTH AND INCOME FUND
-ALLIANCE BALANCED SHARES
-ALLIANCE UTILITY INCOME FUND
-ALLIANCE REAL ESTATE INVESTMENT FUND

GLOBAL STOCK FUNDS

The Alliance Stock Funds provide a broad selection of
investment alternatives to investors seeking capital
growth or high total return.

The Securities and Exchange Commission has not approved
or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS

PAGE

EXPENSE INFORMATION.....................................

GLOSSARY................................................

DESCRIPTION OF THE FUNDS................................
.....Investment Objectives and Policies.............

Description of Investment Practices.................
Additional Risk Considerations......................

MANAGEMENT OF THE FUND..................................

DIVIDENDS, DISTRIBUTIONS AND TAXES......................

CONVERSION FEATURE......................................

GENERAL INFORMATION.....................................

FINANCIAL HIGHLIGHTS....................................

<PAGE>

RISK/RETURN SUMMARY

-- how the Fund's average annual returns for one, five and
10 years (or life of the Fund) compare to those of a
broad based securities market index; and

-- changes in the Fund's performance from year to year over
10 years or, if shorter, the life of the Fund.

A Fund's past performance, of course, does not necessarily
indicate how it will perform in the future.

Other important things for you to note:

-- You may gain or lose money by investing in the Funds.

-- An investment in the Funds is not a deposit in a bank
and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

<PAGE>

DOMESTIC STOCK FUNDS

The Domestic Stock Funds offer investors seeking capital
appreciation a range of alternative approaches to investing in
U.S. equity markets.

ALLIANCE PREMIER GROWTH FUND

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
S&P 500 Index

<PAGE>

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Premier Growth Fund from 1992 through 1998:]

YEAR ANNUAL RETURN

1992* 9.29%
1993 9.98%
1994 -5.80%
1995 46.87%
1996 24.14%
1997 32.67%
1998

* Cumulative return since inception (9/28/92).

Best Quarter was: up ____%, ________ quarter, 19__
Worst Quarter was: down ____%, _______quarter, 19__

ALLIANCE GROWTH FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital. Current income is incidental to the
Fund's objective.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %*
Class B % % %
Class C % % N/A
S&P 500 Index

<PAGE>

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Growth Fund from 1990 through 1998:]

YEAR ANNUAL RETURN

1990* -0.22%
1991 63.61%
1992 10.67%
1993 28.99%
1994 -1.15%
1995 29.49%
1996 23.20%
1997 27.09%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE TECHNOLOGY FUND

-- OBJECTIVE: The Fund's investment objective is growth
through capital appreciation. Current income is
incidental to the Fund's objective.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in securities of companies expected to benefit
from technological advances and improvements (I.E.,
companies that use technology extensively in the
development of new or improved products or processes).
Within this framework, the Fund may invest in any
company and industry and in any type of security with
potential for capital appreciation. It invests in
well-known, established companies or in new or
unseasoned companies. The Fund also may invest in debt
securities and up to 10% of its total assets in foreign
securities.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % N/A
Class C % % N/A
S&P 500 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Technology Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 5.99%
1990 -3.08%
1991 54.24%
1992 15.60%
1993 21.63%
1994 28.50%
1995 45.80%
1996 19.41%
1997 4.54%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE QUASAR FUND

-- OBJECTIVE: The Fund's investment objective is growth
through capital appreciation by pursuing aggressive
investment policies. Current income is incidental to
the Fund's objective.

<PAGE>

companies. When selecting securities, Alliance
considers the economic and political outlook, the values
of specific securities relative to other investments,
trends in the determinants of corporate profits, and
management capabilities and practices. The Fund also
may invest in non-convertible bonds, preferred stocks,
and foreign securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % N/A
Class C % % N/A
Russell 2000 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Quasar Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 28.20%
1990 -23.44%
1991 34.27%
1992 2.81%
1993 16.16%
1994 -7.27%
1995 47.64%
1996 32.62%
1997 17.24%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE FUND

-- OBJECTIVE: The Fund's investment objective is long-term
growth of capital and income primarily through
investments in common stocks.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % N/A
S&P 500 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of The
Alliance Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 23.42%
1990 -4.36%
1991 33.91%
1992 14.70%
1993 14.26%
1994 -2.51%
1995 34.84%
1996 17.54%
1997 36.01%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

<PAGE>

TOTAL RETURN FUNDS

The Total Return Funds offer investors both growth of capital and
current income through a range of investment alternatives.

ALLIANCE GROWTH & INCOME FUND

-- OBJECTIVE: The Fund's investment objective is capital
appreciation and income through investments in dividend-
paying common stocks of good quality, although the Fund
also may invest in fixed-income and convertible
securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % N/A
S&P 500 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Growth And Income Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 25.56%
1990 -1.70%
1991 27.08%
1992 4.52%
1993 9.96%
1994 -4.20%
1995 37.86%
1996 24.13%
1997 28.86%
1998

<PAGE>

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE BALANCED SHARES

-- OBJECTIVE: The Fund's investment objective is high
return by investing in a combination of equity and debt
securities.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
S&P 500 Index
Lehman Brothers
Government/Corporate
Bond Index
Salomon Brothers 1-Year
Treasury Bond Index

Bar Chart

<PAGE>

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Balanced Shares from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 14.13%
1990 -2.20%
1991 20.47%
1992 6.81%
1993 9.93%
1994 -5.79%
1995 26.64%
1996 9.36%
1997 27.13%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE UTILITY INCOME FUND

-- OBJECTIVE: The Fund's investment objective is current
income and capital appreciation through investments in
equity and fixed-income securities of companies in the
utilities industry.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR 5 YEARS INCEPTION

Class A % % N/A
Class B % % N/A
Class C % % N/A
S&P 500 Index

<PAGE>

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Utility Income Fund from 1993 through 1998:]

YEAR ANNUAL RETURN

1993* 4.42%
1994 -10.94%
1995 22.93%
1996 8.28%
1997 30.65%
1998

* Cumulative return since inception (10/18/93).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE REAL ESTATE INVESTMENT FUND

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A %
Class B %
Class C %
S&P 500 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Real Estate Investment Fund from 1996 through 1998:]

YEAR ANNUAL RETURN

1996* 20.29%
1997 22.98%
1998

* Cumulative return since inception (10/1/96).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

GLOBAL STOCK FUNDS

The Global Stock Funds offer investors seeking long-term capital
appreciation a range of alternative approaches to investing in
foreign securities.

ALLIANCE NEW EUROPE FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investments primarily in
the equity securities of companies based in Europe.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of European companies.
The Fund diversifies its investments among a number of
European countries and normally invests in companies
based in at least three of the countries, although it
may invest 25% or more or its assets in a single
country. The Fund may invest up to 35% of its total

<PAGE>

assets in high-quality U.S. dollar or foreign currency
denominated fixed income securities issued by European
governmental entities, multinational companies, or
supranational organizations. At December 31, 1998, the
Fund had approximately 20% its assets invested in
securities of United Kingdom issuers.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR 5 YEARS INCEPTION

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
New Europe Fund from 1990 through 1998:]

YEAR ANNUAL RETURN

1990* -11.92%
1991 3.31%
1992 -0.53%
1993 34.56%
1994 4.64%
1995 18.63%
1996 20.58%
1997 16.83%
1998

* Cumulative return since inception (4/2/90).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE WORLDWIDE PRIVATIZATION FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A % %
Class B % %
Class C % %
MSCI EAFE Index

Bar Chart

<PAGE>

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Worldwide Privatization Fund from 1994 through 1998:]

YEAR ANNUAL RETURN

1994* -0.20%
1995 4.91%
1996 23.14%
1997 13.18%
1998

* Cumulative return since inception (6/2/94).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE INTERNATIONAL PREMIER GROWTH FUND

<PAGE>

local market liquidity considerations, the Fund strives
to capitalize on apparently unwarranted price
fluctuations, both to purchase or increase positions on
weakness and to sell or reduce overpriced holdings. The
Fund invests primarily in equity securities and also may
invest in convertible securities.

PERFORMANCE INFORMATION AND BAR CHART

There is no bar chart for the Fund because it has not
completed a full calendar year of operations. The performance
information below is for the first six months of the Fund's
operations.

PERFORMANCE TABLE

6 MONTHS

Class A
Class B
Class C
MSCI World Index

ALLIANCE GLOBAL SMALL CAP FUND

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Global Small Cap Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 24.60%
1990 -24.89%
1991 25.29%
1992 -4.89%
1993 20.04%
1994 -4.55%
1995 27.18%
1996 19.37%
1997 8.08%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE INTERNATIONAL FUND

-- OBJECTIVE: The Fund's investment objective is total
return from long-term growth of capital and income
through diversified investments in non-U.S. companies.

-- PRINCIPAL INVESTMENT STRATEGIES: The Fund invests
primarily in equity securities of established non-U.S.
countries, companies participating in foreign economies
with prospects for growth, including U.S. companies
having their principal activities and interests outside
the U.S., and foreign government securities. The Fund
diversifies its investments broadly among countries and
normally invests in at least three foreign countries,

<PAGE>

although it may invest a substantial portion of its
assets in one or more foreign countries.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % % %
Class C % % %
MSCI World Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
International Fund from 1989 through 1998:]

YEAR ANNUAL RETURN

1989 29.62%
1990 -20.95%
1991 7.72%
1992 -5.86%
1993 27.51%
1994 5.68%
1995 10.10%
1996 7.20%
1997 1.41%
1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE GREATER CHINA '97 FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investment of at least 80%
of its total assets in equity securities of Greater
China companies.

<PAGE>

Hong Kong companies and may invest all of its assets in
Hong Kong companies or companies of either of the other
Greater China countries. The Fund may also invest in
convertible securities and equity-linked debt securities
issued or guaranteed by Greater China companies or
Greater China Governments, their agencies, or
instrumentalities. As of December 31, 1998 the Fund
had approximately ___% of its assets invested in
securities of Hong Kong companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A
Class B
Class C
MSCI All Country Asia
Pacific

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Greater China '97 Fund for 1998:]

YEAR ANNUAL RETURN

1998

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE ALL-ASIA INVESTMENT FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation.

<PAGE>

may invest up to 35% of its total assets in debt
securities issued or guaranteed by Asian companies or by
Asian governments, their agencies or instrumentalities,
and may invest up to 25% of its net assets in
convertible securities. At December 31, 1998, the Fund
had approximately ___% of its total assets invested in
securities of Japanese companies.

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

SINCE
1 YEAR INCEPTION

Class A % %
Class B % %
Class C % %
MSCI All Country Asia
Pacific Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
All-Asia Investment Fund from 1994 through 1998:]

YEAR ANNUAL RETURN

1994* 0.10%
1995 10.21%
1996 4.58%
1997 -35.10%
1998

* Cumulative return since inception (11/28/94).

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

ALLIANCE GLOBAL ENVIRONMENT FUND

-- OBJECTIVE: The Fund's investment objective is long-term
capital appreciation through investment of substantially
all of its assets in equity securities of companies in
the environmental sector.

<PAGE>

PERFORMANCE INFORMATION AND BAR CHART

PERFORMANCE TABLE

1 YEAR 5 YEARS 10 YEARS

Class A % % %
Class B % N/A N/A
Class C N/A N/A N/A
S&P 500 Index

Bar Chart

[GRAPHIC - A bar chart illustrates the annual returns of Alliance
Global Environment Fund from 1990 through 1998:]

YEAR ANNUAL RETURN

1990* -5.48%
1991 6.17%
1992 -15.33%
1993 -0.44%
1994 -2.12%
1995 19.30%
1996 31.60%
1997 18.73%
1998

* Cumulative return since inception (6/1/90).

<PAGE>

Best Quarter was: up ___%, ______quarter, 19__
Worst Quarter was: down ___%, ______quarter, 19__

SUMMARY OF PRINCIPAL RISKS

- PARTICULAR INDUSTRIES: Technology Fund, Global
Environment Fund, Utility Income Fund, and Real
Estate Investment.

- TYPES OF ISSUERS: Alliance Fund and Growth Fund
(medium capitalization or mid-cap companies),
technology Fund (companies using new technology),
Worldwide Privatization Fund (companies converting
to private sector ownership), and Global Small Cap
Fund (smaller, less seasoned companies or small cap
companies).

- COUNTRIES OR GEOGRAPHIC REGIONS: International
Fund, Worldwide Privatization Fund, New Europe
Fund, All-Asia Investment Fund, and Greater China
'97 Fund.

-- INTEREST RATE RISK This is the risk that changes in
interest rates will affect the value of a Fund's

<PAGE>

investments in income-producing or fixed-income or debt
securities. Increases in interest rates may cause the
value of a Fund's investments to decline. Interest rate
risk is applicable to Funds that invest in fixed income
securities and is greater for those Alliance Funds that
invest a substantial portion of their assets in fixed-
income or debt securities such as Balanced Shares,
Utility Income Fund, and Growth and Income Fund.

<PAGE>

PRINCIPAL RISKS BY FUND

The following chart summarizes the Principal Risks of each Fund.
Risks not marked for a particular Fund may, however, still apply
to some extent to that fund at various times.

INTEREST FOCUSED ALLO-
MARKET RATE CREDIT FOREIGN CURRENCY MANAGEMENT PORTFOLIO CATION
FUND RISK RISK RISK RISK RISK RISK RISK RISK

ALLIANCE
FUND X X

ALLIANCE
GROWTH
FUND X X

ALLIANCE
PREMIER
GROWTH
FUND X X X

ALLIANCE
TECHNOLOGY
FUND X X

ALLIANCE
QUASAR
FUND X X

ALLIANCE
INTERNATIONAL
FUND X X X X

ALLIANCE
INTERNATIONAL
PREMIER
GROWTH
FUND X X X X X

ALLIANCE
WORLDWIDE
PRIVATIZATION
FUND X X X X

ALLIANCE
NEW EUROPE
FUND X X X X

<PAGE>

ALLIANCE
ALL-ASIA
INVESTMENT
FUND X X X X

ALLIANCE
GREATER
CHINA
'97 FUND X X X X X

ALLIANCE
GLOBAL
SMALL CAP
FUND X X X X

ALLIANCE
GLOBAL
ENVIRONMENT
FUND X X X X

ALLIANCE
BALANCED
SHARES X X X X X

ALLIANCE
UTILITY
INCOME
FUND X X X X X X

ALLIANCE
GROWTH AND
INCOME
FUND X X X X X X

ALLIANCE
REAL ESTATE
INVESTMENT
FUND X X X

EXPENSE INFORMATION

This table describes the fees and expenses that you may pay if
you buy and hold shares of the Funds.

<PAGE>

SHAREHOLDER TRANSACTION EXPENSES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)

ADVISOR
CLASS
SHARES

Maximum Deferred Sales Charge
(Load) (as a percentage of original
purchase price or redemption
proceeds, whichever is lower) None

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) AND EXAMPLE

OPERATING EXPENSES EXAMPLES

PREMIER GROWTH Advisor Class Advisor Class

Management Fees 1.00% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

GROWTH Advisor Class Advisor Class

Management Fees .74% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

TECHNOLOGY Advisor Class Advisor Class

Management Fees 1.00% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

<PAGE>

QUASAR Advisor Class Advisor Class

Management Fees 1.16% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

ALLIANCE FUND Advisor Class Advisor Class

Management Fees .68% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

GROWTH AND INCOME Advisor Class Advisor Class

Management Fees .49% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

BALANCED SHARES Advisor Class Advisor Class

Management Fees .63% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

UTILITY INCOME Advisor Class Advisor Class

Management Fees 0% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Waiver and/or Expense
Reimbursement + %
Net Expenses %

<PAGE>

REAL ESTATE
INVESTMENT Advisor Class Advisor Class

Management Fees .90% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

NEW EUROPE Advisor Class Advisor Class

Management Fees 1.02% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

WORLDWIDE
PRIVATIZATION Advisor Class Advisor Class

Management Fees 1.00% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

INTERNATIONAL PREMIER
GROWTH Advisor Class Advisor Class

Management Fees 1.00% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Waiver and/or Expense
Reimbursement + %
Net Expenses %

GLOBAL SMALL CAP Advisor Class Advisor Class

Management Fees 1.00% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

<PAGE>

INTERNATIONAL Advisor Class Advisor Class

Management Fees .85% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Waiver and/or Expense
Reimbursement + %
Net Expenses %

GREATER CHINA '97 Advisor Class Advisor Class

ALL-ASIA INVESTMENT Advisor Class Advisor Class

Management Fees .65% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Administration Fees
Total Fund Operating
Expenses % After 10 Yrs. $
Waiver and/or Expense
Reimbursement + %
Net Expenses %

GLOBAL ENVIRONMENT Advisor Class Advisor Class

Management Fees 1.10% After 1 Yr. $
12b-1 Fees None After 3 Yrs. $
Other Expenses % After 5 Yrs. $
Total Fund Operating
Expenses % After 10 Yrs. $
Net Expenses %

+ Reflects Alliance's waiver of a portion of its advisory fee
and/or reimbursement of a portion of the Fund's operating
expenses. The level of waiver or reimbursement may be
changed upon 60 days' notice to the Fund.