ALLIANCE PREMIER GROWTH FUND INC
N-30D, 1995-02-01
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Letter To Shareholders                       Alliance Premier Growth Fund
January 5, 1995 
Dear Shareholder: 

During Alliance Premier Growth Fund's fiscal year ended November 30, 1994,
we continued to employ its investment strategy of concentrating on 35-40 growth
stocks. We look for companies that we believe will exhibit rising earnings over
the next few years and which are trading at a reasonable price. But it has
admittedly been a frustrating year for the Fund. 

As currently constituted, the portfolio has a price-to-earnings multiple of 
12x based on our 1995 earnings estimates. This compares to 13.5x for the 
market overall. We expect the companies currently held to have a weighted 
earnings growth of close to 20% in 1995. The frustration has largely been 
because the Fund has held many of these companies during 1994 and performance 
of these stocks has been flat, or has even declined, while their earnings 
have in most cases met or exceeded expectations. 

MARKET ENVIRONMENT 
Given the internal cost cutting of U.S. companies and the growth that we 
foresee for the U.S. in 1995--a growth that we expect will extend to many 
other countries in the world--we find current values compelling. Patience is 
said to have its own reward and we maintain our conviction that large cap 
growth stocks will provide superior returns over time. 

The market has had only one focus in 1994, namely that the economic recovery 
would translate into higher inflation and higher interest rates. From a 
longer-term perspective, however, the Federal Reserve's action should be good 
for the sustainability and quality of U.S. economic performance. Stocks will 
show their best returns when viewed over a several-year period, and extended 
moderate growth is exactly what the Federal Reserve action is seeking to 
achieve. It would be naive to assume no cyclicality in the coming years, but 
volatility of economic performance and profits should be more muted than in 
the past. Accordingly, we believe a higher price earnings multiple than 12x 
is justified. 

INVESTMENT RESULTS 
For the twelve months ended November 30, 1994, Alliance Premier Growth Fund 
had total returns of -3.14% (Class A), -3.67% (Class B) and -3.58% (Class C), 
based on the net asset value. Over the same period, the unmanaged S&P 500 
Index returned +1.07% and the unmanaged Russell 1000 Growth Index, described 
on page 3, returned +0.77%. Additional investment results for your Fund 
appear on page 2. 

We appreciate your investment in Alliance Premier Growth Fund and look 
forward to reporting its progress to you in the coming months. 

Sincerely, 
(Signature of John D. Carifa) 

John D. Carifa 
Chairman and President 

(Signature of Alfred Harrison) 
Alfred Harrison 
Executive Vice President 
<PAGE>
Investment Results                               Alliance Premier Growth Fund 

Average Annual Total Return as of November 30, 1994 

                             -------------------- 
                                CLASS A SHARES 
                             -------------------- 
<TABLE>
<CAPTION>
                                  Without               With 
                               Sales Charge          Sales Charge 
                              --------------      ---------------- 
<S>                           <C>                   <C>

* One Year                        -3.14%                -7.24% 
* Since Inception*                +6.31                 +4.22 

                             -------------------- 
                                CLASS B SHARES 
                             -------------------- 

                                 Without                  With 
                               Sales Charge          Sales Charge 
                              --------------      ---------------- 
* One Year                        -3.67%                -7.52% 
* Since Inception*                +5.76                 +4.89 

                             -------------------- 
                                CLASS C SHARES 
                             -------------------- 
* One Year                        -3.58% 
* Since Inception*                +4.85 
</TABLE>
The average annual total returns reflect investment of dividends and/or 
capital gains distributions in additional shares--with and without the effect 
of the 4.25% maximum sales charge (Class A) or 4% contingent deferred sales 
charge (Class B); Class C shares are not subject to front-end or contingent 
deferred sales charges. Past performance does not guarantee future results. 
Investment return and principal value will fluctuate so that an investor's 
shares, when redeemed, may be worth more or less than their original cost. 

* Inception: 9/28/92, Class A and Class B; 5/3/93, Class C. 
<PAGE>

                                                 Alliance Premier Growth Fund
- - - - --------------------------------------------------------------------------------
ALLIANCE PREMIER GROWTH FUND
GROWTH OF A $10,000 INVESTMENT OVER LIFE OF FUND:
9/30/92 TO 11/30/94

[The table below was represented as a graph in the printed material.]

Premier Growth Fund        S&P 500            Russell 1000 Growth
- - - - -------------------        -------         ----------------------
10000                       10000                   10000
10460                       10500                   10675
10497                       10950                   10675
10660                       11010                   10675
11120                       11290                   11529
11292                       11550                   11529
11580                       11120                   11529
11216                       11160                   11299
11772                       11710                   11299
10938                       11480                   11299

This chart illustrates the total value of an assumed investment in Alliance
Premier Growth Fund Class A shares (since inception) after deducting the maximum
4.25% sales charge, and with dividends and capital gains reinvested. Performance
for Class B and Class C shares will vary from the results shown above due to
differences in expenses charged to those classes. Past performance is not
indicative of future results, and is not representative of future gain or loss
in capital value or dividend income. 

The Standard and Poor's 500-stock index is an unmanaged index that includes 
500 U.S. stocks.  It is a common measure of the performance of the U.S. 
stock market.  

The Russell 1000 Growth Stock Index is an unmanaged index representing 
performance of the largest U.S. companies by market capitalization.

When comparing Alliance Premier Growth Fund to the two indexes shown above,
you should note that the Fund's performance reflects the maximum sales charge of
4.25% while no such charges are reflected in the performance of the indexes.


<PAGE>
Alliance Premier Growth Fund

Ten Largest Holdings 
November 30, 1994 
<TABLE>
<CAPTION>
COMPANY                                             VALUE       PERCENTAGE OF  NET ASSETS 
<S>                                              <C>                      <C>
Intel Corp. (common stock and warrants)          $13,238,750               7.3% 
Chrysler Corp.                                    10,898,887               6.0 
Norwest Corp.                                      9,093,675               5.0 
United Healthcare Corp.                            8,877,750               4.9 
Merrill Lynch & Co., Inc.                          8,626,000               4.7 
General Motors Corp.                               7,910,938               4.3 
UAL, Inc.                                          7,711,625               4.2 
Federal National Mortgage Assn.                    7,212,075               3.9 
Compaq Computer Corp.                              5,763,112               3.2 
Viacom, Inc. (Cl.A, Cl.B and Cl.B rights)          5,571,458               3.0 
                                                 $84,904,270              46.5% 
</TABLE>
Major Portfolio Changes 
Six Months Ended November 30, 1994 
<TABLE>
<CAPTION>
                                                             SHARES* 
PURCHASES                                         BOUGHT           HOLDINGS 11/30/94 
<S>                                              <C>                      <C>
AMR Corp.                                         62,900                 62,900 
AirTouch Communications, Inc.                     96,100                 96,100 
British Airways Plc. (ADR)                        63,900                 63,900 
Caterpillar, Inc.                                 53,300                 53,300 
Compaq Computer Corp.                            121,800                147,300 
Du Pont (E.I.) de Nemours & Co.                   90,300                 90,300 
Federal National Mortgage Assn.                   46,800                101,400 
General Motors Corp.                             112,300                207,500 
MBNA Corp.                                       100,500                100,500 
Viacom, Inc. (Cl.A, Cl.B and Cl.B rights)        628,625                628,625 

SALES                                             SOLD        HOLDINGS 11/30/94 
cisco Systems, Inc.                              260,800                   -0- 
Goodyear Tire & Rubber Co.                        75,000                   -0- 
Home Depot, Inc.                                 185,333                   -0- 
May Department Stores Co. (The)                   81,900                   -0- 
McCaw Cellular Communications, Inc. Cl.A          69,200                   -0- 
MCI Communications Corp.                         121,800                 78,200 
Microsoft Corp.                                   47,400                  2,000 
Motorola, Inc.                                   174,500                 97,700 
Student Loan Market Assn.                        149,300                   -0- 
UAL, Inc.                                          6,650                 80,750 
</TABLE>
* Adjusted for stock splits. 

<PAGE>
Portfolio of Investments 
November 30, 1994 Alliance Premier Growth Fund
<TABLE>
<CAPTION>
  Company                               Shares             Value 
<S>                                    <C>            <C>
COMMON STOCKS & OTHER 
  INVESTMENTS--99.6% 
CONSUMER PRODUCTS 
  & SERVICES--42.0% 
AIRLINES--10.9% 
AMR Corp.*                              62,900       $ 3,192,175 
British Airways Plc. (ADR)              63,900         3,841,987 
KLM Royal Dutch Air*                    25,000           615,625 
Northwest Airlines Corp.Cl.A*           83,600         1,389,850 
Southwest Airlines Co.                 152,900         3,230,013 
UAL, Inc.*                              80,750         7,711,625 
                                                    ------------ 
                                                      19,981,275 
                                                    ------------ 
AUTO & RELATED--12.0% 
Chrysler Corp.                         225,300        10,898,887 
Ford Motor Co.                         116,600         3,162,775 
General Motors Corp.                   207,500         7,910,938 
                                                    ------------ 
                                                      21,972,600 
                                                    ------------ 
BROADCASTING & 
  CABLE--8.3% 
AirTouch 
  Communications, Inc.*                 96,100         2,606,712 
Comcast Corp. 
  Cl. A (SPL)                          140,400         2,228,850 
Tele-Communications, 
  Inc. Cl.A*                           201,200         4,753,350 
Viacom, Inc. 
 Cl.A*                                   9,960           397,155 
 Cl.B*                                 114,765         4,418,453 
 Cl.B rights, 9/29/95*                 503,900           755,850 
                                                    ------------ 
                                                      15,160,370 
                                                    ------------ 
DRUGS, HOSPITAL SUPPLIES 
  & MEDICAL SERVICES--6.9% 
Columbia/HCA 
  Healthcare Corp.                      31,100         1,177,912 
United Healthcare Corp.                186,900         8,877,750 
U.S. Healthcare, Inc.                   54,900         2,456,775 
                                                    ------------ 
                                                      12,512,437 
                                                    ------------ 
ENTERTAINMENT & 
  LEISURE TIME--0.9% 
Mirage Resorts, Inc.*                   85,300       $ 1,684,675 
                                                    ------------ 
RETAILING--3.0% 
Best Buy Co., Inc.                      56,100         2,475,413 
Kohl's Corp.*                           56,800         2,449,500 
Wal-Mart Stores, Inc.                   20,000           462,500 
                                                    ------------ 
                                                       5,387,413 
                                                    ------------ 
                                                      76,698,770 
                                                    ------------ 
FINANCIAL SERVICES--30.1% 
BANKING & CREDIT--12.0% 
BankAmerica Corp.                       29,200         1,197,200 
Citicorp                                85,000         3,538,125 
First Bank Systems, Inc.               149,000         4,954,250 
NationsBank Corp.                       69,200         3,105,350 
Norwest Corp.                          418,100         9,093,675 
                                                    ------------ 
                                                      21,888,600 
                                                    ------------ 
BROKERAGE & MONEY 
  MANAGEMENT--6.6% 
Merrill Lynch & Co., Inc.              227,000         8,626,000 
Morgan Stanley Group, Inc.              56,000         3,311,000 
                                                    ------------ 
                                                      11,937,000 
                                                    ------------ 
INSURANCE--5.2% 
American International 
  Group, Inc.                           30,700         2,812,887 
Progressive Corp. (Ohio)                80,400         2,673,300 
Travelers Corp.                        123,745         4,068,117 
                                                    ------------ 
                                                       9,554,304 
                                                    ------------ 
OTHER--6.3% 
Federal Home Loan 
  Mortgage Corp.                        39,500         1,970,063 
Federal National 
  Mortgage Assn.                       101,400         7,212,075 
MBNA Corp.                             100,500         2,374,313 
                                                    ------------ 
                                                      11,556,451 
                                                    ------------ 
                                                      54,936,355 
                                                    ------------ 
<PAGE>
Portfolio of Investments 9continued)              Alliance Premier Growth Fund
TECHNOLOGY--13.5% 
COMMUNICATION 
  EQUIPMENT--3.0% 
Motorola, Inc.                          97,700      $  5,507,838 
                                                    ------------ 
COMPUTER 
  HARDWARE--3.2% 
Compaq Computer Corp.*                 147,300         5,763,112 
                                                    ------------ 
COMPUTER SOFTWARE & 
  SERVICES--0.1% 
Microsoft Corp.*                         2,000           125,750 
                                                    ------------ 
SEMI-CONDUCTORS & RELATED--7.2% 
Intel Corp.                             70,000         4,418,750 
 warrants 3/16/98*                     630,000         8,820,000 
                                                    ------------ 
                                                      13,238,750 
                                                    ------------ 
                                                      24,635,450 
                                                    ------------ 
BASIC INDUSTRIES--10.3% 
CHEMICALS--3.6% 
Du Pont (E.I.) de Nemours 
  & Co.                                 90,300         4,864,912 
Monsanto Co.                            13,700           986,400 
Morton International, Inc.              23,500           646,250 
                                                    ------------ 
                                                       6,497,562 
                                                    ------------ 
METALS & MINING--3.3% 
Bethlehem Steel Corp.*                 235,200         4,174,800 
LTV Corp.*                             123,900         1,951,425 
                                                    ------------ 
                                                       6,126,225 
                                                    ------------ 
PAPER & FOREST 
  PRODUCTS--1.2% 
Georgia-Pacific Corp.                   31,800         2,273,700 
                                                    ------------ 
                                     Shares or 
                                     Principal 
  Company                               Amount 
                                         (000)             Value 
SURFACE 
  TRANSPORTATION--2.2% 
Conrail, Inc.                           62,700      $  3,260,400 
Southern Pacific Rail Corp.*            40,000           730,000 
                                                    ------------ 
                                                       3,990,400 
                                                    ------------ 
                                                      18,887,887 
                                                    ------------ 
CAPITAL GOODS--2.2% 
MACHINERY--2.2% 
Caterpillar, Inc.                       53,300         2,878,200 
Deere & Co.                             17,800         1,143,650 
                                                    ------------ 
                                                       4,021,850 
                                                    ------------ 
UTILITIES--1.5% 
TELEPHONE--1.5% 
MCI Communications Corp.                78,200         1,524,900 
Telefonos de Mexico S.A. de cv. 
  Series L (ADS)                        21,800         1,155,400 
                                                    ------------ 
                                                       2,680,300 
                                                    ------------ 
Total Common Stocks & Other 
  Investments 
  (cost $183,190,360)                                181,860,612 
                                                    ------------ 
COMMERCIAL PAPER--0.3% 
American Express Credit Corp. 
  5.65%, 12/01/94 
  (amortized cost $464,000)            $464              464,000 
                                                    ------------ 
TOTAL INVESTMENTS--99.9% 
 (cost $183,654,360)                                 182,324,612 
Other assets less liabilities--0.1%                      141,464 
                                                    ------------ 
NET ASSETS--100%                                    $182,466,076 
                                                    ============ 
</TABLE>
- - - - ------------------------------------ 
* Non-income producing. 
  Glossary of Terms: 
  ADR-American depository receipt. 
  ADS-American depository security. 
  See notes to financial statements. 

<PAGE>
Statement Of Assets And Liabilities 
November 30, 1994                                Alliance Premier Growth Fund 
<TABLE>
<CAPTION>
ASSETS 
<S>                                                                            <C>
Investments in securities, at value (cost $183,654,360)                        $182,324,612 
Cash                                                                                    898 
Receivable for investment securities sold                                         2,794,896 
Dividends receivable                                                                352,503 
Receivable for capital stock sold                                                   201,632 
Deferred organization expenses                                                      176,366 
Other assets                                                                          3,271 
                                                                              -------------- 
Total assets                                                                    185,854,178 
                                                                              -------------- 
LIABILITIES 
Payable for investment securities purchased                                       2,462,873 
Payable for capital stock redeemed                                                  461,806 
Advisory fee payable                                                                153,812 
Distribution fee payable                                                            138,811 
Accrued expenses                                                                    170,800 
                                                                              -------------- 
Total liabilities                                                                 3,388,102 
                                                                              -------------- 
NET ASSETS                                                                     $182,466,076 
                                                                              ============== 

COMPOSITION OF NET ASSETS 
Capital stock, at par                                                         $      16,125 
Additional paid-in capital                                                      173,390,715 
Accumulated net realized gain                                                    10,388,984 
Net unrealized depreciation of investments                                       (1,329,748) 
                                                                              -------------- 
                                                                               $182,466,076 
                                                                              ============== 

CALCULATION OF MAXIMUM OFFERING PRICE 
Class A Shares 
Net asset value and redemption price per share 
  ($35,146,435 / 3,080,077 shares of capital stock issued and 
  outstanding)                                                                       $11.41 
Sales charge--4.25% of public offering price                                            .51 
                                                                              -------------- 
Maximum offering price                                                               $11.92 
                                                                              ============== 
Class B Shares 
Net asset value and offering price per share 
  ($139,988,084 / 12,396,234 shares of capital stock issued and 
  outstanding)                                                                       $11.29 
                                                                              ============== 
Class C Shares 
Net asset value, redemption and offering price per share 
 ($7,331,557 / 648,653 shares of capital stock issued and outstanding)               $11.30 
                                                                              ============== 
</TABLE>
- - - - ---------------------------------- 
See notes to financial statements. 
<PAGE>
November 30, 1994                                Alliance Premier Growth Fund 
Statement Of Operations 
<TABLE>
<CAPTION>
INVESTMENT INCOME 
<S>                                                         <C>                   <C>
Dividends                                                         $2,357,758 
Interest                                                             169,768        $  2,527,526 
                                                            ---------------- 
EXPENSES 
Advisory fee                                                       1,960,567 
Distribution fee-Class A                                             194,598 
Distribution fee-Class B                                           1,507,573 
Distribution fee-Class C                                              63,799 
Transfer agency                                                      408,205 
Administrative                                                       165,446 
Printing                                                              78,358 
Registration                                                          67,301 
Amortization of organization expenses                                 64,240 
Custodian                                                             39,507 
Audit and legal                                                       33,642 
Directors' fees                                                       27,396 
Taxes                                                                 12,585 
Miscellaneous                                                         26,378 
                                                            ---------------- 
Total expenses                                                                         4,649,595 
                                                                                  -------------- 
Net investment loss                                                                   (2,122,069) 
                                                                                  -------------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
Net realized gain on investments                                                      14,717,095 
Net change in unrealized appreciation of investments                                 (19,665,055) 
                                                                                  -------------- 
Net loss on investments                                                               (4,947,960) 
                                                                                  -------------- 
NET DECREASE IN NET ASSETS FROM OPERATIONS                                          $ (7,070,029) 
                                                                                  ============== 
</TABLE>

Statement Of Changes In Net Assets 
- - - - ---------------------------------- 
<TABLE>
<CAPTION>
                                                               Year Ended         Year Ended 
                                                              November 30,       November 30, 
                                                                  1994               1993 
                                                             ---------------   ----------------- 
<S>                                                            <C>               <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 
Net investment loss                                            $  (2,122,069)      $  (1,431,623) 
Net realized gain (loss) on investments                          14,717,095           (3,659,878) 
Net change in unrealized appreciation of investments             (19,665,055)         17,127,884 
                                                              -------------      --------------- 
Net increase (decrease) in net assets from operations             (7,070,029)         12,036,383 

DIVIDENDS TO SHAREHOLDERS FROM: 
Net investment income 
 Class A                                                             -0-                  (7,345) 
 Class B                                                             -0-                  (5,516) 

CAPITAL STOCK TRANSACTIONS 
Net increase (decrease)                                          (6,378,068)         159,056,322 
                                                              -------------      --------------- 
Total increase (decrease)                                       (13,448,097)         171,079,844 

NET ASSETS 
Beginning of year                                               195,914,173           24,834,329 
                                                              -------------      --------------- 
End of year                                                    $182,466,076         $195,914,173 
                                                              =============      =============== 
</TABLE>
- - - - ---------------------------------- 
See notes to financial statements. 
<PAGE>
Notes to Financial Statements.
November 30, 1994                                Alliance Premier Growth Fund 
NOTE A: Significant Accounting Policies 

Alliance Premier Growth Fund, Inc. (the "Fund"), organized as a Maryland 
corporation on July 9, 1992, is registered under the Investment Company Act 
of 1940 as a non-diversified, open- end management investment company. On 
February 23, 1993, the creation of a third class of shares, Class C shares, 
was approved by the Board of Directors. The Fund offers Class A, Class B and 
Class C shares. Class A shares are sold with a front- end sales charge of up 
to 4.25%. Class B shares are sold with a contingent deferred sales charge 
which declines from 4% to zero depending on the period of time the shares are 
held. Class B shares will automatically convert to Class A shares six years 
after the end of the calendar month of purchase. Class C shares are sold 
without an initial or contingent deferred sales charge. All three classes of 
shares have identical voting, dividend, liquidation and other rights, except 
that each class bears different distribution expenses and has exclusive 
voting rights with respect to its distribution plan. Distribution of Class C 
shares commenced on May 3, 1993. The following is a summary of significant 
accounting policies followed by the Fund. 

1. Security Valuation 
Securities traded on national securities exchanges are valued at the last 
reported sales price, or, if no sale occurred, at the mean of the bid and 
asked price at the close of the New York Stock Exchange. Over-the-counter 
securities not traded on national securities exchanges are valued at the 
closing bid price. Debt securities are valued at the mean of the bid and 
asked price except that debt securities maturing within 60 days are valued at 
amortized cost which approximates market value. Securities for which current 
market quotations are not readily available (including investments which are 
subject to limitations as to their sale) are valued at their fair value as 
determined in good faith by the Board of Directors. 

2. Organization Expenses 
Organization expenses of approximately $316,110 have been deferred and are 
being amortized on a straight-line basis through September, 1997. 

3. Investment Income and Security Transactions 
Security transactions are accounted for on the trade date and dividend income 
is recorded on the ex-dividend date. Interest income is recorded on the 
accrual basis. The Fund amortizes discounts on debt securities owned. 
Security gains and losses are determined on the identified cost basis. 

4. Taxes 
It is the Fund's policy to meet the requirements of the Internal Revenue Code 
applicable to regulated investment companies and to distribute all of its 
investment company taxable income and net realized gains, if any, to 
shareholders. Therefore, no provisions for federal income or excise taxes are 
required. 

5. Dividends and Distributions 
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gain distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles. 

6. Change in Accounting for Distribution in Shareholders 
During the year ended November 30, 1994, the Fund adopted Statement of 
Position 93-2: Determination, Disclosure, and Financial Statement 
Presentation of Income, Capital Gain, and Return of Capital Distributions by 
Investment Companies. Accordingly, permanent book and tax basis differences 
relating to shareholder distributions have been reclassified to paid-in 
capital. As of November 30, 1994, the cumulative effect of such differences 
totaling $3,556,194 and $(668,233) was reclassified from accumulated net 
investment loss and accumulated net realized gain, respectively, to 
additional paid-in capital. Net investment income, net realized gains and net 
assets were not affected by this change. 

NOTE B: Advisory Fee and Other Transactions with Affiliates 
Under the terms of an investment advisory agreement, the Fund pays Alliance 
Capital Management L.P., (the "Adviser") an advisory fee at an annual rate of 
1% of the average daily net assets of the Fund. Such fee is accrued daily and 
paid monthly. 

The Adviser has agreed, under the terms of the investment advisory agreement, 
to reimburse the Fund to the extent that its 
<PAGE>
Notes to Financial Statements (continued)        Alliance Premier Growth Fund 

aggregate expenses (exclusive of interest, taxes, brokerage, distribution 
fee, and extraordinary expenses) exceed the limits prescribed by any state in 
which the Fund's shares are qualified for sale. The adviser believes that the 
most restrictive expense ratio limitation imposed by any state is 2.5% of the 
first $30 million of its average daily net assets, 2.0% of the next $70 
million of its average daily net assets and 1.5% of its average daily net 
assets in excess of $100 million. No such reimbursement was required for the 
year ended November 30, 1994. Pursuant to the advisory agreement, the Fund 
paid $165,446 to the Adviser representing the cost of certain legal and 
accounting services provided to the Fund by the Adviser for the year ended 
November 30, 1994. The Fund compensates Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) under a Transfer Agency Agreement for 
providing personnel and facilities to perform transfer agency services for 
the Fund. Such compensation amounted to $288,880 for the year ended November 
30, 1994. 

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $12,670 from the sale of Class A shares and 
$249,885 in contingent deferred sales charges imposed upon redemptions by 
shareholders of Class B shares for the year ended November 30, 1994. 

Brokerage commissions paid on securities transactions for the year ended 
November 30, 1994, amounted to $406,313 of which none was paid to brokers 
utilizing the services of the Pershing Division of Donaldson, Lufkin & 
Jenrette Securities Corp., ("DLJ") an affiliate of the Adviser nor to DLJ 
directly. 

NOTE C: Distribution Services Agreement 
The Fund has adopted a Distribution Services Agreement (the "Agreement") 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Fund pays a distribution fee to the Distributor at an annual 
rate of up to .50 of 1% of the average daily net assets attributable to the 
Class A shares and 1% of the average daily net assets attributable to the 
Class B and Class C shares. Such fee is accrued daily and paid monthly. The 
Agreement provides that the Distributor will use such payments in their 
entirety for distribution assistance and promotional activities. The 
Distributor has incurred expenses in excess of the distribution costs 
reimbursed by the Fund in the amount of $3,230,541 and $165,741, for Class B 
and C shares, respectively; such costs may be recovered from the Fund in 
future periods so long as the Agreement is in effect. In accordance with the 
Agreement, there is no provision for recovery of unreimbursed distribution 
costs, incurred by the Distributor, beyond the current fiscal year for Class 
A shares. The Agreement also provides that the Adviser may use its own 
resources to finance the distribution of the Fund's shares. 

NOTE D: Investment Transactions 
Purchases and sales of investment securities (excluding short- term 
investments) aggregated $188,039,469 and $192,842,685, respectively, for the 
year ended November 30, 1994. There were no purchases or sales of U.S. 
Government or government agency obligations for the year ended November 30, 
1994. 

At November 30, 1994 the cost of securities for federal income tax purposes 
was $183,884,855. Accordingly, gross unrealized appreciation of investments 
was $12,677,014 and gross unrealized depreciation of investments was 
$14,237,257 resulting in net unrealized depreciation of $1,560,243. 

The Fund fully utilized its capital loss carryover of $3,603,319 to offset 
gain realized during the year ended November 30, 1994. 
<PAGE>
                                                Alliance Premier Growth Fund 
NOTE E: Capital Stock 
There are 9,000,000,000 shares of $0.001 par value capital stock authorized, 
divided into three classes, designated class A, Class B and Class C shares. 
Each Class consists of 3,000,000,000 authorized shares. Transactions in 
capital stock were as follows: 
<TABLE>
<CAPTION>
                                               SHARES                              AMOUNT 
                                   ------------------------------    ---------------------------------- 
                                     Year Ended       Year Ended       Year Ended         Year Ended 
                                    November 30,     November 30,     November 30,       November 30, 
                                        1994             1993             1994               1993 
<S>                                 <C>              <C>             <C>                <C>
                                    -----------      -----------      ------------      -------------- 

Class A 
Shares sold                            724,402         3,652,674      $  8,578,358        $ 40,531,555 
Shares issued in reinvestment 
  of dividends                             -0-               589             -0-                 6,440 
Shares redeemed                     (1,074,753)         (676,339)      (12,684,053)         (7,648,512) 
                                    -----------      -----------      ------------      -------------- 
Net increase (decrease)               (350,351)        2,976,924      $ (4,105,695)       $ 32,889,483 
                                    ===========      ===========      ============      ============== 

Class B 
Shares sold                          2,561,556        12,731,112      $ 30,140,522        $140,919,208 
Shares issued in reinvestmentof 
  dividends                                -0-               308               -0-               3,367 
Shares redeemed                     (3,099,737)       (1,645,901)      (36,204,123)        (18,529,889) 
                                    -----------      -----------      ------------      -------------- 
Net increase (decrease)               (538,181)       11,085,519      $ (6,063,601)       $122,392,686 
                                     ===========      ===========     ============      ============== 
</TABLE>

<TABLE>
<CAPTION>
                                  SHARES                             AMOUNT 
                     -------------------------------    --------------------------------- 
                                       May 3, 1993* 
                       Year Ended       to November       Year Ended       May 3, 1993* 
                      November 30,          30,          November 30,    to November 30, 
                          1994             1993              1994              1993 
                     -------------    --------------    -------------    ---------------- 
<S>                  <C>              <C>               <C>              <C>
Class C 
Shares sold                541,546           377,593      $ 6,428,560          $4,297,353 
Shares redeemed           (225,438)          (45,048)      (2,637,332)           (523,200) 
                      -----------      ------------      -----------      -------------- 
Net increase               316,108           332,545      $ 3,791,228          $3,774,153 
                       ===========      ============      ===========      ============== 
</TABLE>
*Commencement of distribution. 
<PAGE>
Financial Highlights                              Alliance Premier Growth Fund  
- - - - --Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period 
<TABLE>
<CAPTION>
                                                       Class A                                          Class B 
                                     -------------------------------------------    --------------------------------------------- 
   
                                                                                                                   September 28, 
                                          Year Ended         September 28, 1992*            Year Ended                1992* 
                                     -------------------- 
                                         November 30,                to                    November 30,                 to 
                                     --------------------                           ------------------------ 
                                       1994        1993       November 30, 1992         1994          1993      November 30, 1992 
                                     -------    ---------    -------------------    ----------    ----------    ----------------- 
<S>                                   <C>         <C>          <C>                    <C>           <C>           <C>
Net asset value, beginning of 
  period                              $ 11.78      $ 10.79          $10.00             $  11.72      $  10.79         $ 10.00 
                                       ------     -------      ------------------     --------      --------      --------------- 
   

Income From Investment Operations 
- - - - --------------------------------- 
Net investment income (loss)             (.09)        (.05)            .01                 (.15)         (.10)           -0- 
Net realized and unrealized gain 
  (loss) on investments                  (.28)        1.05             .78                 (.28)         1.03             .79 
                                       ------     -------      ------------------     --------      --------      --------------- 
   
Net increase (decrease) in net 
  asset value from operations            (.37)        1.00             .79                 (.43)          .93             .79 
                                       ------     -------      ------------------     --------      --------      --------------- 
   

Less: Distributions 
- - - - --------------------------------- 
Dividends from net 
  investment income                       -0-         (.01)           -0-                  -0-           -0-             -0- 
                                       ------     -------      ------------------     --------      --------      --------------- 
   
Net asset value, end of period        $ 11.41      $ 11.78          $10.79             $  11.29      $  11.72         $ 10.79 
                                       ======      =======     ==================      ========      ========    =============== 

Total Return 
- - - - --------------------------------- 
Total investment return based on 
  net asset value (a)                   (3.14)%       9.26%          7.90%                (3.67)%       8.64%           7.90% 
                                       ======      =======     ==================      ========      ========     =============== 

Ratios/Supplemental Data 
- - - - --------------------------------- 
Net assets, end of period (000's 
  omitted)                            $35,146      $40,415          $4,893             $139,988      $151,600         $19,941 
Ratio of expenses to average net 
  assets                                 1.96 %       2.18 %          2.17%(b)(c)          2.47 %        2.70 %          2.68%(b)(c)
Ratio of net investment income 
  (loss) to average net assets           (.67)%       (.61)%           .91%(b)(c)         (1.19)%       (1.14)%           .35%(b)(c)
Portfolio turnover rate                    98 %         68 %           -0-%                  98 %          68 %          -0-% 
</TABLE>
- - - - ------------------------------------------ 
See footnote summary on page 13. 

<PAGE>
                                                  Alliance Premier Growth Fund 
<TABLE>
<CAPTION>
                                                                         Class C 
                                                          ------------------------------------ 
                                                            Year Ended         May 3, 1993** 
                                                           November 30,             to 
                                                               1994          November 30, 1993 
                                                          -------------    ------------------- 
<S>                                                       <C>              <C>
Net asset value, beginning of period                           $11.72            $10.48 
                                                            --------      ------------- 

Income from Investment Operations 
- - - - ------------------------------------------------------ 
Net investment loss                                              (.09)             (.05) 
Net realized and unrealized gain (loss) on investments           (.33)             1.29 
                                                             --------      ------------- 
Net increase (decrease) in net asset value from 
  operations                                                     (.42)             1.24 
                                                             --------      ------------- 
Net asset value, end of period                                 $11.30            $11.72 
                                                             ========      ============= 

Total Return 
- - - - ------------------------------------------------------ 
Total investment return based on 
  net asset value (a)                                           (3.58)%           11.83% 
                                                             ========      ============= 

Ratios/Supplemental Data 
- - - - ------------------------------------------------------ 
Net assets, end of period 
  (000's omitted)                                              $7,332             $3,899 
Ratio of expenses to average net assets                          2.47%              2.79%(c) 
Ratio of net investment loss 
  to average net assets                                         (1.16)%            (1.35)%(c) 
Portfolio turnover rate                                            98%                68% 
</TABLE>
- - - - -------------------------------------------- 
*Commencement of operations. 
**Commencement of distribution. 
(a) Total investment return is calculated assuming an initial investment
made at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and redemption
on the last day of the period. Initial sales charge or contingent deferred sales
charge is not reflected in the calculation of total investment return. Total
investment return calculated for a period of less than one year is not
annualized. 
(b) If the Fund had borne all expenses, the expense ratios would
have been 3.33% and 3.78% for Class A and Class B shares, respectively. The net
investment income ratios would have been .25% and .75%, for Class A and Class B,
respectively. 
(c) Annualized.

<PAGE>

Report Of Independent Accountants                 Alliance Premier Growth Fund  

To the Board of Directors and Shareholders of
Alliance Premier Growth Fund, Inc. 

In our opinion, the accompanying statement of assets and liabilities, 
including the portfolio of investments, and the related statements of 
operations and of changes in net assets and the financial highlights present 
fairly, in all material respects, the financial position of Alliance Premier 
Growth Fund, Inc. (the "Fund") at November 30, 1994, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended and the financial highlights for the 
two years then ended and for the period September 28, 1992 (commencement of 
operations) to November 30, 1992, in conformity with generally accepted 
accounting principles. These financial statements and financial highlights 
(hereafter referred to as "financial statements") are the responsibility of 
the Fund's management; our responsibility is to express an opinion on these 
financial statements based on our audits. We conducted our audits of these 
financial statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, assessing 
the accounting principles used and significant estimates made by management, 
and evaluating the overall financial statement presentation. We believe that 
our audits, which included confirmation of securities at November 30, 1994 by 
correspondence with the custodian and brokers, and the application of 
alternative auditing procedures where confirmations from brokers were not 
received, provide a reasonable basis for the opinion expressed above. 

PRICE WATERHOUSE LLP 
New York, New York 
January 20, 1995 

<PAGE>
                                                Alliance Premier Growth Fund 
Board Of Directors 

John D. Carifa, Chairman and President 
Ruth Block((1) 
David H. Dievler 
John H. Dobkin(1) William H. Foulk, Jr.(1) 
Dr. James M. Hester(1) 
Clifford L. Michel(1) 
Robert C. White(1) 

Officers 
Alfred Harrison, Executive Vice President--Investments 
Steven H. Reynolds, Senior Vice President--Investments 
James G. Reilly, Vice President 
Daniel V. Panker, Vice President 
Edmund P. Bergan, Jr., Secretary 
Mark D. Gersten, Treasurer & Chief Financial Officer 
Patrick J. Farrell, Controller 

CUSTODIAN 
State Street Bank & Trust Company 
225 Franklin Street 
Boston, MA 02110 

INDEPENDENT ACCOUNTANTS 
Price Waterhouse LLP 
1177 Avenue of the Americas 
New York, NY 10036-2798 

PRINCIPAL UNDERWRITER 
Alliance Fund Distributors, Inc. 
1345 Avenue of the Americas 
New York, NY 10105 

LEGAL COUNSEL 
Seward & Kissel 
One Battery Park Plaza 
New York, NY 10004 

TRANSFER AGENT 
Alliance Fund Services, Inc. 
P.O. Box 1520 
Secaucus, NJ 07096-1520 
Toll-free 1-(800) 221-5672 

- - - - ----------------------------------- 
(1) Member of the Audit Committee. 





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