ALLIANCE PREMIER GROWTH FUND INC
N-30D, 1996-08-05
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ALLIANCE PREMIER GROWTH FUND

SEMI-ANNUAL REPORT
MAY 31, 1996



LETTER TO SHAREHOLDERS                             ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

July 15, 1996

Dear Shareholder:

We began your Fund's fiscal year with a generally favorable view of economic 
and corporate developments and with a belief in the stock market's potential to 
reward investors with another year of double-digit returns. At the same time, 
we indicated that the market's advance might be erratic. For the six months 
ended May 31, 1996, the equity market lived up to our expectations as reflected 
in the performance of both the S&P 500-Stock Index and the Russell 1000 
Growth-Stock Index, which registered gains of 11.76% and 11.37%, respectively. 
These results take into account several steep market swings, including a 
171-point drop in the Dow Jones Industrial Average on March 8, 1996.

We are pleased to report that Alliance Premier Growth Fund also appreciated 
during the period, although more modestly than its comparative indices. Class A 
shares, for example, produced a cumulative total return of 8.48%. The table 
below provides the results for each class of shares and describes more 
completely the benchmarks used for comparison.


INVESTMENT RESULTS*
SIX MONTHS ENDED MAY 31, 1996
                                   CUMULATIVE      ENDING
                                  TOTAL RETURN       NAV
                                  ------------    --------
ALLIANCE PREMIER GROWTH FUND
  Class A                             8.48%        $16.05
  Class B                             8.10%        $15.69
  Class C                             8.16%        $15.71

S&P 500-STOCK INDEX                  11.76%
RUSSELL 1000 GROWTH-STOCK INDEX      11.37%


*  THE FUND'S INVESTMENT RESULTS ARE CUMULATIVE TOTAL RETURNS FOR THE PERIOD 
AND ARE BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF 5/31/96. ALL 
FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT 
NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE 
PURCHASED OR REDEEMED. RETURNS FOR THE FUND AND ITS COMPARATIVE INDICES INCLUDE 
THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD.

ALL COMPARATIVE INDICES ARE UNMANAGED AND REFLECT NO FEES OR EXPENSES. THE 
RUSSELL 1000 GROWTH-STOCK INDEX TRACKS THE RETURNS OF THE LARGEST 1000 U.S. 
STOCKS WITH THE HIGHEST PRICE-TO-BOOK RATIO (A DEFINING MEASURE OF GROWTH 
STOCKS). THE S&P 500-STOCK INDEX IS A COMMON MEASURE OF THE PERFORMANCE OF THE 
OVERALL U.S. STOCK MARKET. 

FACTORS AFFECTING YOUR FUND'S PERFORMANCE
As you know, Alliance Premier Growth Fund seeks long-term growth of capital 
through investments predominately in the stocks of a limited number of large, 
established U.S. companies. During the six-month period ended May 31, 1996, the 
Fund pursued investments in equities with prices and fundamentals that 
suggested attractive growth opportunities. Our selections within the 
large-company sector generally performed well despite the market's preference 
for small-capitalization stocks. There were disappointments among our 
investments, however. Our emphasis on financial companies, which are sensitive 
to interest-rate movements, dampened performance when concern about an 
accelerating economy pushed rates higher. Several technology stocks also 
squeezed returns. That sector experienced a significant correction in the 
opening months of the period. In particular, our position in Applied Materials 
hurt the Fund's overall total return.

A POSITIVE ECONOMIC AND MARKET OUTLOOK
The four underpinnings to our positive attitude remain unchanged from our last 
report to you. First, we continue to see solid earnings, cash flow, and balance 
sheet improvement at many of the companies we analyze. There is nothing on the 
horizon to suggest that the prospects for these companies will change 
materially. Second, the broad economic view, both domestically and worldwide, 
is for a continuation of moderate growth and moderate inflation. One can argue 
shades around this, but nothing approaching boom or recession seems likely. The 
third reason for our positive outlook is that the competitiveness of the U.S. 
continues to impress us. A decade of painful cost cutting, growing 
technological leadership, and a still undervalued dollar suggest that the 
ability of the U.S. to succeed in world markets should not be underrated. This 
is especially true since the nation's competitiveness is built on traditional 
democratic and capitalistic strengths and on solid legal and accounting 
structures. Finally, and perhaps most important, we are enjoying the elixir of 
both an orthodox monetary policy, led by Alan Greenspan, and a conservative 
fiscal policy that has been embraced by both political parties and by the 
general electorate. Indeed, the deficit worries of a few years ago have proven 
to be of little import in relation to a multi-trillion-dollar gross domestic 
product.


1



                                                   ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

INVESTMENT STRATEGY
Our bullish position and our investment strategy going forward must be 
tempered, however, by the fact that stocks have been trading at more than 16 
times our estimate of 1996 earnings. In our opinion, an appropriate range for 
the stock market is 14 to 18 times earnings. At the beginning of 1995, the 
market was priced at just under 14 times projected earnings, and we were very 
bullish. We also recognize that the equity market's advance has lasted 15 years 
and that recent gains have been fueled by enormous injections of money into 
mutual funds. For these reasons, we shall continue to keep our 
portfolio-weighted price-earnings multiple as low as possible while still 
striving for above-average growth.

Our best forecast and, indeed, our greatest hope is that the market will 
continue to move upward, but slowly. We are concerned that deep, sharp swings 
in the market at its current valuation level could lead to increased 
speculation and added risk. For the last six months, the market has been 
obsessed with the performance of high-technology stocks. We believe a better 
approach to consistent long-term growth is to invest in a broad mixture of 
stocks drawn from a variety of different industries. We have therefore 
positioned your Fund's portfolio to take advantage of the growth potential we 
see in certain consumer, financial, and industrial companies. While we always 
have a growth bias, we are committed to keeping our stock selection as diverse 
as possible. 

Thank you for your interest and investment in Alliance Premier Growth Fund. We 
look forward to reporting its progress to you in the coming period.

Sincerely,

John D. Carifa
Chairman and President

Alfred Harrison
Executive Vice President


SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED 
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL 
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF 
PRINCIPAL.


2



INVESTMENT OBJECTIVE AND POLICIES                  ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

Alliance Premier Growth Fund is an open-end, diversified investment company 
that seeks long-term growth of capital by investing in the common stocks of a 
limited number of large, carefully selected, high-quality U.S. companies that 
are judged likely to achieve superior earnings growth. Normally, about 40 
companies will be represented in the portfolio, with the 25 most highly 
regarded of these usually constituting 70% of the Fund's net assets.



INVESTMENT RESULTS
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURNS AS OF MAY 31, 1996

CLASS A SHARES
                             WITHOUT          WITH
                          SALES CHARGE    SALES CHARGE
                          ------------    ------------
 . One Year                    35.62%         29.87%
 . Since Inception*            18.38%         17.00%

CLASS B SHARES
                             WITHOUT          WITH
                          SALES CHARGE    SALES CHARGE
                          ------------    ------------
 . One Year                    34.56%         30.56%
 . Since Inception*            17.70%         17.53%

CLASS C SHARES
 . One Year                    34.62%
 . Since Inception*            19.57%

Average annual total returns reflect investment of dividends and/or capital 
gain distributions in additional shares, with and without the effect of the 
4.25% maximum front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4%-Year 1; 3%-Year 2; 2%-Year 3; 1%-Year 4); 
Class C shares purchased prior to July 1, 1996, are not subject to front-end or 
contingent deferred sales charges. Class C shares purchased on or after July 1, 
1996, are subject to a contingent deferred sales charge of 1% on redemptions 
made within the first year after purchase. 

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.


3



TEN LARGEST HOLDINGS
MAY 31, 1996 (UNAUDITED)                           ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

COMPANY                                         VALUE     PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Philip Morris Cos., Inc.                   $ 36,450,750              7.1%
Intel Corp. (common stock and warrants)      23,426,000              4.6
AirTouch Communications, Inc.                22,038,375              4.3
Applied Materials, Inc.                      21,865,750              4.3
Norwest Corp.                                18,870,862              3.7
UAL, Corp.                                   18,137,187              3.6
Merrill Lynch & Co., Inc.                    18,058,775              3.5
Hewlett-Packard Co.                          17,528,350              3.4
United Healthcare Corp.                      15,913,750              3.1
cisco Systems, Inc.                          13,780,575              2.7
                                           $206,070,374             40.3%
 

MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)
_______________________________________________________________________________

                                                           SHARES
                                              -------------------------------
PURCHASES                                        BOUGHT      HOLDINGS 5/31/96
AirTouch Communications, Inc.                   320,900          691,400
Applied Materials, Inc.                         330,000          587,000
Ford Motor Co.                                  282,800          282,800
General Electric Co.                             96,300           96,300
General Motors Corp.                            156,800          156,800
Merck & Co., Inc.                               144,900          144,900
PepsiCo, Inc.                                   351,100          392,800
Pfizer, Inc.                                     97,000          161,100
Philip Morris Cos., Inc.                        134,000          366,800
United Healthcare Corp.                         141,900          290,000
 

SALES                                             SOLD         HOLDINGS 5/31/96
- -------------------------------------------------------------------------------
First Data Corp.                                 32,000               -0-
First Interstate Bancorp                         23,200               -0-
General Motors Corp. Cl.E                       157,100               -0-
General Reinsurance Corp.                        34,600               -0-
Gillette Co.                                     30,300           83,200
McDonald's Corp.                                 41,000          185,300
Micron Technology, Inc.                         162,600               -0-
Motorola, Inc.                                   97,600               -0-
Nokia Corp. (ADR)                               175,500               -0-
Oracle Systems Corp.                             63,850               -0-


4



PORTFOLIO OF INVESTMENTS
MAY 31, 1996 (UNAUDITED)                           ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-98.2%
CONSUMER PRODUCTS & SERVICES-46.4%
AIRLINES-8.4%
AMR Corp.*                                       46,700     $  4,407,313
British Airways Plc (ADR)(a)                     44,700        3,877,725
Delta Airlines, Inc.                             33,000        2,734,875
KLM Royal Dutch Air                             178,410        6,333,555
Northwest Airlines Corp. Cl.A*                  194,200        7,719,450
UAL, Corp.*                                     317,500       18,137,187
                                                             ------------
                                                              43,210,105

AUTO & RELATED-2.0%
Ford Motor Co.                                  282,800       10,322,200

BIOTECHNOLOGY-2.1%
Amgen, Inc.*                                    182,700       10,870,650

BROADCASTING & CABLE-7.0%
AirTouch Communications, Inc.*                  691,400       22,038,375
Cox Communications, Inc. Cl.A*                  125,100        2,814,750
TCI Group, Series A*                            395,000        7,455,625
Tele-Communications-Liberty Media Group Cl.A    121,250        3,637,500
                                                             ------------
                                                              35,946,250

COSMETICS-1.0%
Gillette Co.                                     83,200        4,919,200

DRUGS, HOSPITAL SUPPLIES & MEDICAL SERVICES-10.9%
Baxter International, Inc.                       87,700        3,880,725
Columbia/HCA Healthcare Corp.                   237,700       12,806,087
Johnson & Johnson Co.                            23,000        2,239,625
Merck & Co., Inc.                               144,900        9,364,163
Pfizer, Inc.                                    161,100       11,397,825
United Healthcare Corp.                         290,000       15,913,750
                                                             ------------
                                                              55,602,175

ENTERTAINMENT & LEISURE-2.7%
Carnival Corp. Cl.A                              81,200        2,415,700
Walt Disney Co.                                 185,100       11,244,825
                                                             ------------
                                                              13,660,525

FOOD, BEVERAGES & TOBACCO-9.7%
PepsiCo, Inc.                                   392,800       13,060,600
Philip Morris Cos., Inc.                        366,800       36,450,750
                                                             ------------
                                                              49,511,350

RESTAURANTS-1.7%
McDonald's Corp.                                185,300        8,917,562
RETAILING-0.9%
Home Depot, Inc.                                 38,600        1,973,425
Sears, Roebuck & Co.                             22,300        1,134,513
Wal-Mart Stores, Inc.                            51,600        1,335,150
                                                             ------------
                                                               4,443,088
                                                             ------------
                                                             237,403,105

TECHNOLOGY-21.1%
COMMUNICATIONS EQUIPMENT-3.6%
3Com Corp.*                                      43,600        2,147,300
cisco Systems, Inc.*                            251,700       13,780,575
Ericsson (L.M.) Telephone Co.(ADR) (b)          108,690        2,506,663
                                                             ------------
                                                              18,434,538

COMPUTER HARDWARE-6.0%
COMPAQ Computer Corp.*                          128,300        6,238,588
Hewlett-Packard Co.                             164,200       17,528,350
International Business Machines Corp.            35,400        3,778,950
Seagate Technology*                              58,100        3,413,375
                                                             ------------
                                                              30,959,263

COMPUTER SOFTWARE & SERVICES-2.6%
Microsoft Corp.*                                111,200       13,205,000

SEMI-CONDUCTORS & RELATED-8.9%
Applied Materials, Inc.*                        587,000       21,865,750


5


PORTFOLIO OF INVESTMENTS (CONTINUED)               ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

COMPANY                                          SHARES          VALUE
- -------------------------------------------------------------------------
Intel Corp.                                      59,500     $  4,492,250
  warrants, expiring 3/16/98*                   495,000       18,933,750
                                                            -------------
                                                              45,291,750
                                                            -------------
                                                             107,890,551

FINANCIAL SERVICES-20.6%
BANKING & CREDIT-9.0%
Citicorp                                         61,000        5,124,000
MBNA Corp.                                      390,100       11,946,813
NationsBank Corp.                               123,000        9,978,375
Norwest Corp.                                   541,100       18,870,862
                                                            -------------
                                                              45,920,050

BROKERAGE & MONEY MANAGEMENT-5.4%
Green Tree Financial Corp.                       79,800        2,613,450
Merrill Lynch & Co., Inc.                       278,900       18,058,775
Morgan Stanley Group, Inc.                      140,300        6,944,850
                                                             ------------
                                                              27,617,075

INSURANCE-3.0%
American International Group, Inc.              120,350       11,342,988
Travelers Group, Inc.                           103,200        4,282,800
                                                             ------------
                                                              15,625,788

MORTGAGE BANKING-3.2%
Federal Home Loan Mortgage Corp.                 93,400        7,717,175
Federal National Mortgage Assn.                 285,100        8,802,462
                                                             ------------
                                                              16,519,637
                                                             ------------
                                                             105,682,550

CAPITAL GOODS-3.2%
ELECTRICAL EQUIPMENT-1.6%
General Electric Co.                             96,300        7,968,825


                                              SHARES OR
                                              PRINCIPAL
                                                AMOUNT
COMPANY                                          (000)           VALUE
- -------------------------------------------------------------------------
MACHINERY-1.6%
Case Corp.                                      111,500     $  5,588,937
Deere & Co.                                      62,800        2,614,050
                                                             ------------
                                                               8,202,987
                                                             ------------
                                                              16,171,812

UTILITIES-2.8%
TELEPHONE-2.8%
AT & T Corp.                                    146,900        9,162,887
MCI Communications Corp.                        176,300        5,134,738
                                                             ------------
                                                              14,297,625

CONSUMER MANUFACTURING-1.7%
AUTO & RELATED-1.7%
General Motors Corp.                            156,800        8,643,600

BASIC INDUSTRIES-1.2%
METALS & MINING-1.2%
Aluminum Co. of America                         104,500        6,439,813

MULTI INDUSTRY-1.2%
ITT Corp.*                                      103,900        6,389,850
Total Common Stocks
  (cost $420,094,090)                                        502,918,906

SHORT-TERM INVESTMENTS-0.6%
COMMERCIAL PAPER-0.6%
General Electric Capital Corp.
  5.40%, 6/03/96
  (amortized cost $2,981,105)                    $2,982        2,981,105

TOTAL INVESTMENTS-98.8%
  (cost $423,075,195)                                        505,900,011
Other assets less liabilities-1.2%                             5,921,246

NET ASSETS-100%                                             $511,821,257


*    Non-income producing security.
(a)  Country of origin - United Kingdom.
(b)  Country of origin - Sweden.

     Glossary:
     ADR - American Depository Receipt

     See notes to financial statements.


6



STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1996 (UNAUDITED)                           ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $423,075,195)         $505,900,011
  Receivable for investment securities sold                          9,698,829
  Receivable for capital stock sold                                  2,652,625
  Dividend receivable                                                  326,906
  Prepaid expenses                                                      91,083
  Total assets                                                     518,669,454

LIABILITIES
  Due to custodian                                                      42,477
  Payable for investment securities purchased                        5,727,061
  Advisory fee payable                                                 417,616
  Distribution fee payable                                             340,083
  Payable for capital stock redeemed                                   176,001
  Accrued expenses and other liabilities                               144,959
  Total liabilities                                                  6,848,197

NET ASSETS                                                        $511,821,257

COMPOSITION OF NET ASSETS
  Capital stock, at par                                           $     32,419
  Additional paid-in capital                                       398,715,949
  Accumulated net investment loss                                   (1,867,012)
  Accumulated net realized gain                                     32,115,085
  Net unrealized appreciation of investments                        82,824,816
                                                                  -------------
                                                                  $511,821,257

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share($141,181,326/
    8,798,627 shares of capital stock issued and outstanding)           $16.05
  Sales charge-4.25% of public offering price                              .71
  Maximum offering price                                                $16.76

  CLASS B SHARES
  Net asset value and offering price per share($329,465,225/
    20,999,277 shares of capital stock issued and outstanding)          $15.69

  CLASS C SHARES
  Net asset value, redemption and offering price per share($41,174,706
    /2,621,428 shares of capital stock issued and outstanding)          $15.71


See notes to financial statements.


7



STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)          ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends(net of foreign taxes withheld of $27,584)  $2,145,222 
  Interest                                                364,680   $2,509,902
    
EXPENSES
  Advisory fee                                          2,045,413 
  Distribution fee - Class A                              167,389 
  Distribution fee - Class B                            1,387,926 
  Distribution fee - Class C                              150,247 
  Transfer agency                                         290,808 
  Administrative                                           71,233 
  Registration                                             61,896 
  Custodian                                                58,922 
  Audit and legal                                          50,010 
  Amortization of organization expenses                    32,208 
  Printing                                                 24,475 
  Directors' fees                                          12,516 
  Taxes                                                     9,709 
  Miscellaneous                                            14,162 
  Total expenses                                                     4,376,914
  Net investment loss                                               (1,867,012)
    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments                                  32,403,494
  Net change in unrealized appreciation of investments              22,281,631
  Net gain on investments                                           54,685,125
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                         $52,818,113
    
    
See notes to financial statements.


8



STATEMENT OF CHANGES IN NET ASSETS                 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

                                                 SIX MONTHS ENDED
                                                    MAY 31,1996     YEAR ENDED
                                                    (UNAUDITED)    NOV. 30,1995
                                                   -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment loss                              $ (1,867,012)  $ (1,841,781)
  Net realized gain on investments                   32,403,494     29,212,645
  Net change in unrealized appreciation of 
    investments                                      22,281,631     61,872,933
  Net increase in net assets from operations         52,818,113     89,243,797

DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net realized gain on investments
    Class A                                          (5,922,043)    (2,048,903)
    Class B                                         (19,714,783)    (8,195,775)
    Class C                                          (1,909,603)      (420,556)

CAPITAL STOCK TRANSACTIONS
  Net increase                                      155,416,656     70,088,278
  Total increase                                    180,688,340    148,666,841

NET ASSETS
  Beginning of year                                 331,132,917    182,466,076
  End of period                                    $511,821,257   $331,132,917
    
    
See notes to financial statements.


9



NOTES TO FINANCIAL STATEMENTS
MAY 31, 1996 (UNAUDITED)                           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. 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 currently sold without an initial or contingent 
deferred sales charge. Class C shares purchased on or after July 1, 1996, are 
subject to a contingent deferred sales charge of 1% on redemptions made within 
the first year after purchase. All three classes of shares have identical 
voting, dividend, liquidation and other rights, and the same terms and 
conditions except that each class bears different distribution expenses and has 
exclusive voting rights with respect to its distribution plan. 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 accretes 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.

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 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 six months ended 
May 31, 1996. Pursuant to the advisory agreement, the Fund paid $71,233 to the 
Adviser representing the cost of certain legal and accounting services provided 
to the Fund by the Adviser for the six months ended May 31, 1996. The Fund 
compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of the 


10



                                                   ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

Adviser) under a Transfer Agency Agreement for providing personnel and 
facilities to perform transfer agency services for the Fund. Such compensation 
amounted to $212,892 for the six months ended May 31, 1996.

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 $2,010 from the sale of Class A shares and $83,560 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B shares for the six months ended May 31, 1996.

Brokerage commissions paid on securities transactions for the six months ended 
May 31, 1996, amounted to $546,528, none of which 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 $7,667,379 and $359,672, 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 $349,235,456 and $215,377,125, respectively, for the six months 
ended May 31, 1996. There were no purchases or sales of U.S. Government or 
government agency obligations for the six months ended May 31, 1996.

At May 31, 1996 the cost of securities for federal income tax purposes was 
$423,394,867. Accordingly, gross unrealized appreciation of investments was 
$85,010,348 and gross unrealized depreciation of investments was $2,505,204 
resulting in net unrealized appreciation of $82,505,144.

NOTEE:ACQUISITION OF ALLIANCE COUNTERPOINT FUND
On March 22, 1996, the Fund acquired all of the assets and certain liabilities 
of Alliance Counterpoint Fund ("Counterpoint") pursuant to a plan of 
acquisition approved by the shareholders of the Fund on February 29, 1996. The 
acquisition was accomplished by a tax-free exchange of 2,527,242 shares of the 
Fund for 2,310,177 shares of Counterpoint on March 22, 1996. The aggregate net 
assets of the Fund and Counterpoint immediately before the acquisition were 
$417,543,018 and $38,613,769 (including unrealized appreciation of 
$16,595,716), respectively. Immediately after the acquisition, the combined net 
assets of the Fund amounted to $456,156,787.


11



NOTES TO FINANCIAL STATEMENTS (CONTINUED)          ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

NOTE F: 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
                                ------------------------------  --------------------------------
                                SIX MONTHS ENDED   YEAR ENDED   SIX MONTHS ENDED     YEAR ENDED
                                   MAY 31,1996    NOVEMBER 30,     MAY 31,1996      NOVEMBER 30,
                                   (UNAUDITED)        1995         (UNAUDITED)          1995
                                 -------------   -------------   --------------   --------------
<S>                              <C>             <C>             <C>              <C>
CLASS A
Shares sold                         2,642,302       2,089,549     $ 39,901,543     $ 29,939,297
Shares issued in reinvestment
  of distributions                    382,395         169,905        5,537,079        1,789,100
Shares issued in connection
  with the acquisition of
  Alliance Counterpoint Fund        2,358,660              -0-      19,714,212               -0-
Shares converted from
  Class B to Class A                  273,111              -0-       4,292,460               -0-
Shares redeemed                    (1,355,393)       (841,979)     (20,730,367)     (10,952,691)
Net increase                        4,301,075       1,417,475     $ 48,714,927     $ 20,775,706
     
CLASS B
Shares sold                         6,678,251       5,397,522     $ 99,104,174     $ 75,559,108
Shares issued in reinvestment
  of distributions                  1,010,144         571,259       14,344,050        5,946,806
Shares issued in connection
  with the acquisition of
  Alliance Counterpoint Fund          122,630              -0-       1,653,071               -0-
Shares converted from 
  Class B to Class A                 (279,281)             -0-      (4,292,460)              -0-
Shares redeemed                    (1,592,786)     (3,304,696)     (23,628,485)     (41,887,940)
Net increase                        5,938,958       2,664,085     $ 87,180,350     $ 39,617,974
     
CLASS C
Shares sold                         1,710,980         941,434     $ 25,412,072     $ 13,348,558
Shares issued in reinvestment
  of distributions                     73,916          22,275        1,050,350          232,105
Shares issued in connection
  with the acquisition of
  Alliance Counterpoint Fund           45,952              -0-         650,770               -0-
Shares redeemed                      (516,232)       (305,550)      (7,591,813)      (3,886,065)
Net increase                        1,314,616         658,159     $ 19,521,379     $  9,694,598
</TABLE>

     
12



FINANCIAL HIGHLIGHTS                               ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                            CLASS A
                                            ---------------------------------------------------------------------
                                                                                                   SEPTEMBER 28,
                                             SIX MONTHS                                               1992(F)
                                                ENDED              YEAR ENDED NOVEMBER 30,              TO
                                             MAY 31,1996   -------------------------------------   NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  ---------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period          $16.09         $11.41       $11.78       $10.79       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                    (.03)(b)       (.03)        (.09)        (.05)         .01
Net realized and unrealized gain (loss)
  on investments                                1.26           5.38         (.28)        1.05          .78
Net increase (decrease) in net asset 
  value from operations                         1.23           5.35         (.37)        1.00          .79
  
LESS: DISTRIBUTIONS
Dividends from net investment income              -0-            -0-          -0-        (.01)          -0-
Distributions from net realized gains          (1.27)          (.67)          -0-          -0-          -0-
Total dividends and distributions              (1.27)          (.67)          -0-        (.01)          -0-
Net asset value, end of period                $16.05         $16.09       $11.41       $11.78       $10.79
  
TOTAL RETURN
Total investment return based on net
  asset value (a)                               8.48%         49.95%       (3.14)%       9.26%        7.90%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)    $141,181        $72,366      $35,146      $40,415       $4,893
Ratio of expenses to average net assets         1.63%(c)       1.75%        1.96%        2.18%        2.17%(c)(e)
Ratio of net investment income (loss)
  to average net assets                         (.42)%(c)      (.28)%       (.67)%       (.61)%        .91%(c)(e)
Portfolio turnover rate                           54%           114%          98%          68%          -0-%
Average commission rate (d)                   $.0690         $   -0-      $   -0-      $   -0-      $   -0-
</TABLE>


See footnote summary on page 15.


13



FINANCIAL HIGHLIGHTS (CONTINUED)                   ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                            CLASS B
                                            ---------------------------------------------------------------------
                                                                                                   SEPTEMBER 28,
                                             SIX MONTHS                                               1992(F)
                                                ENDED              YEAR ENDED NOVEMBER 30,              TO
                                             MAY 31,1996   -------------------------------------   NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  ---------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period          $15.81         $11.29       $11.72       $10.79       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (.08)(b)       (.11)        (.15)        (.10)          -0-
Net realized and unrealized gain (loss)
  on investments                                1.23           5.30         (.28)        1.03          .79
Net increase (decrease) in net asset
  value from operations                         1.15           5.19         (.43)         .93          .79
  
LESS: DISTRIBUTIONS
Distributions from net realized gains          (1.27)          (.67)          -0-          -0-          -0-
Net asset value, end of period                $15.69         $15.81       $11.29       $11.72       $10.79

TOTAL RETURN
Total investment return based on net
  asset value (a)                               8.10%         49.01%       (3.67)%       8.64%        7.90%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)    $329,465       $238,088     $139,988     $151,600      $19,941
Ratio of expenses to average net assets         2.31%(c)       2.43%        2.47%        2.70%        2.68%(c)(e)
Ratio of net investment income (loss)
  to average net assets                        (1.07)%(c)      (.95)%      (1.19)%      (1.14)%        .35%(c)(e)
Portfolio turnover rate                           54%           114%          98%          68%          -0-%
Average commission rate (d)                   $.0690         $   -0-      $   -0-      $   -0-      $   -0-
</TABLE>


See footnote summary on page 15.


14



                                                   ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

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

<TABLE>
<CAPTION>
                                                                    CLASS C
                                            ------------------------------------------------------
                                             SIX MONTHS                              MAY 3,1993(G)
                                                ENDED       YEAR ENDED NOVEMBER 30,       TO
                                             MAY 31,1996   ------------------------   NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993
                                            -------------  -----------  -----------  -------------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period          $15.82         $11.30       $11.72       $10.48
  
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                             (.08)(b)       (.08)        (.09)        (.05)
Net realized and unrealized gain (loss)
  on investments                                1.24           5.27         (.33)        1.29
Net increase (decrease) in net asset
  value from operations                         1.16           5.19         (.42)        1.24
  
LESS:DISTRIBUTIONS
Distributions from net realized gains          (1.27)          (.67)          -0-          -0-
Net asset value, end of period                $15.71         $15.82       $11.30       $11.72
  
TOTAL RETURN
Total investment return based on net
  asset value (a)                               8.16%         48.96%       (3.58)%      11.83%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)     $41,175        $20,679       $7,332       $3,899
Ratio of expenses to average net assets         2.30%(c)       2.42%        2.47%        2.79%(c)
Ratio of net investment loss to average 
  net assets                                   (1.08)%(c)      (.97)%      (1.16)%      (1.35)%(c)
Portfolio turnover rate                           54%           114%          98%          68%
Average commission rate (d)                   $.0690         $   -0-      $   -0-      $   -0-
</TABLE>


(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)  Based on average shares outstanding.

(c)  Annualized.

(d)  For fiscal years beginning on or after September 1, 1995, a fund is 
required to disclose its average commission rate per share for trades on which 
commissions are charged.

(e)  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 loss ratios would have been (.25)% and (.75)%, for Class A and Class 
B, respectively.

(f)  Commencement of operations.

(g)  Commencement of distribution.


15



                                                   ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________

BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
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
THOMAS BARDONG, VICE PRESIDENT
JAMES G. REILLY, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER

CUSTODIAN
STATE STREET BANK & TRUST COMPANY
225 Franklin Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-free 1-(800) 221-5672

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

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


(1)  Member of the Audit Committee.

     The financial information included therein is taken from the records of 
the Fund without audit by independent accountants who do not express an opinion 
thereon.


16



THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________

FIXED INCOME
Alliance Bond Fund
    U.S. Government Portfolio
    Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust

TAX-FREE INCOME
Alliance Municipal Income Fund
    California Portfolio
    Insured California Portfolio
    Insured National Portfolio
    National Portfolio
    New York Portfolio
Alliance Municipal Income Fund II
    Arizona Portfolio
    Florida Portfolio
    Massachusetts Portfolio
    Michigan Portfolio
    Minnesota Portfolio
    New Jersey Portfolio
    Ohio Portfolio
    Pennsylvania Portfolio
    Virginia Portfolio

MONEY MARKET
AFD Exchange Reserves

GROWTH
The Alliance Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund

GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage Fund
Alliance Global Environment Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund

CASH MANAGEMENT SERVICES
ACM Institutional Reserves
    Government Portfolio
    Prime Portfolio
    Tax-Free Portfolio
    Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
    California Portfolio
    Connecticut Portfolio
    Florida Portfolio
    General Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


17



ALLIANCE PREMIER GROWTH FUND, INC.
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

ALLIANCE CAPITAL
INVESTING WITHOUT THE MYSTERY.

THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS 
OF THE FUND. 

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

APGSR



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