ALLIANCE PREMIER GROWTH FUND
ANNUAL REPORT
NOVEMBER 30, 1996
LETTER TO SHAREHOLDERS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
December 23, 1996
Dear Shareholder:
The annual reporting period for Alliance Premier Growth Fund ended on November
30, 1996. The Fund's performance numbers, as well as its benchmark numbers for
the same period, are listed below. We have also included the calendar year 1995
and 1996 returns, again in comparison to the benchmarks. The twelve month
relative returns for your Fund ending November 30, 1996 suffered from a very
difficult final month in 1995, when technology stocks fell badly, even though
the full year calendar 1995 return at 46.87% was excellent. Interestingly, by
contrast, your Fund performed well in December 1996 versus the respective
indices--hence the favorable calendar year numbers.
TOTAL RETURNS
PERIOD ENDED NOVEMBER 30, 1996
6 12 CALENDAR CALENDAR
MONTHS MONTHS 1995 1996
-------- -------- -------- --------
CLASS A 12.02% 21.52% 46.87% 24.14%
CLASS B 11.66% 20.70% 45.89% 23.34%
CLASS C 11.65% 20.76% 45.84% 23.40%
S&P 500 STOCK INDEX 14.37% 27.85% 37.53% 22.95%
RUSSELL 1000 GROWTH STOCK INDEX 12.20% 26.30% 37.19% 23.12%
TOTAL RETURNS ARE BASED ON NET ASSET VALUE OF EACH CLASS OF SHARES AS OF
NOVEMBER 30, 1996. TOTAL RETURN FOR ADVISOR CLASS SHARES WILL DIFFER BECAUSE OF
DIFFERENT EXPENSES ASSOCIATED WITH THAT CLASS. ADDITIONAL INVESTMENT RESULTS
APPEAR ON PAGE 3. THE FUND'S BENCHMARKS ARE UNMANAGED.
ECONOMIC REVIEW
We began the Fund's fiscal year with a generally favorable view of economic and
corporate developments and with a belief that the stock market could provide
another year of double digit returns. Our best hopes were achieved on both
fronts. The economy continued to exhibit strong growth without any major
inflation, and the position of U.S. companies was enhanced as a result. There
were further gains in earnings, cash flow, and balance sheets, while cost
cutting also continued to benefit profitability. Moreover, U.S. technology
leadership advanced at a strong pace in the last twelve months.
The question now facing investors is whether the market has fairly fully
reflected these considerations. Quite frankly, none of us know the answer to
this question, as it has been a long time since we were operating in such a
favorable economic environment. Nevertheless, we have to acknowledge that with
the price earnings multiples of the major averages now at over 17 times, we are
towards the upper end of historic levels. It seems reasonable, therefore, that
an investor should base the prospect for further stock gains mainly on a
continued advance in corporate earnings, dividends, and share repurchases
rather than on the expectation that the price earnings multiple will continue
to show the annual gains it has exhibited over the last few years.
FUND STRATEGY
Alliance Premier Growth Fund seeks long-term growth of capital through
investments predominantly in the stocks of a limited number of large
growth-oriented companies. We have emphasized technology, consumer services and
financial growth. Several of the stocks we have used such as Intel, Microsoft,
Cisco, Merrill Lynch and Norwest Bank have performed in excellent fashion in
1996. The offset, however, has been that the Fund's performance was hurt during
the year by losses in companies such as Applied Materials, United Healthcare
and Northwest Airlines.
Looking forward to 1997 it is probable that the Fund will retain a major
interest in these three sectors. Nevertheless, we should expect that the market
will broaden out to include companies that evidence earnings growth in other
areas. For this reason, we have modest holdings in certain airline stocks,
autos, chemicals and energy stocks. We do not expect that these will comprise a
major portion of the Fund, but should provide a balance, particularly given the
higher levels of the stock market, the need to be somewhat more cautious, and
the decision to keep the portfolio's weighted price earnings multiple close to
that of the market.
1
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
Recently Alan Greenspan, the Chairman of the Federal Reserve, commented that
the market might be showing signs of "irrational exuberance." We think this is
a healthy warning and shows that the Federal Reserve will watch the
appreciation of financial assets in addition to traditional signs of inflation.
The best hope for the stock market over the next several years is that the
gains are steady and sure, rather than speculative, and ultimately ephemeral.
We thank you for your continued interest and investment in the Alliance Premier
Growth Fund and look forward to reporting its progress to you in the coming
year.
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 NOVEMBER 30, 1996
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 21.52% 16.39%
Since Inception* 19.16% 17.94%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 20.70% 16.70%
Since Inception* 18.47% 18.47%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 20.76% 19.76%
Since Inception* 20.27% 20.27%
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 shares or applicable
contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2%
year 3, 1% year 4); and for Class C shares (1% year 1). Total return for
Advisor Class shares will differ from the results shown above because of
different expenses associated with that class.
Past performance does not guarantee future results. Investment returns 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
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
ALLIANCE PREMIER GROWTH FUND
$10,000 INVESTMENT OVER LIFE OF FUND:
9/30/92* TO 11/30/96
$21,000
$19,000
$17,000
$15,000
$13,000
$11,000
$9,000
S&P 500: $20,201
PREMIER GROWTH FUND CLASS A: $19,932
RUSSELL 1000 GROWTH: $19,467
9/30/92 11/30/96 12/31/92 12/31/93 12/31/94 12/31/95
This chart illustrates the total value of an assumed $10,000 investment in
Alliance Premier Growth Fund Class A shares (since inception) as compared to
the performance of an appropriate broad-based index. The chart reflects the
deduction of the maximum 4.25% sales charge from the initial $10,000 investment
in the Fund and assumes the reinvestment of dividends and capital gains.
Performance for Class B, Class C and Advisor Class 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 unmanaged Standard and Poor's 500 Stock Index includes 500 U.S. stocks, and
is a common measure of the performance of the U.S. stock market.
The unmanaged Russell 1000 Growth Stock Index compiles the 1000 largest U.S.
stocks as measured by price to book ratios; those with the highest ratios are
considered "growth" stocks (the remaining are considered "value" stocks).
When comparing Alliance Premier Growth Fund to the indices shown above, you
should note that no charges or expenses are reflected in the performance of the
indices.
Premier Growth Fund
S&P 500 Stock Index
Russell 1000 Growth Stock Index
* Month end nearest to Fund's inception date of 9/28/92.
4
TEN LARGEST HOLDINGS
NOVEMBER 30, 1996 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Intel Corp. (common stock and warrants) $ 53,992,250 8.4%
Philip Morris Cos., Inc. 41,971,875 6.6
Cisco Systems, Inc. 25,425,975 4.0
MBNA Corp. 24,091,762 3.8
Chrysler Corp. 22,187,500 3.5
COMPAQ Computer Corp. 21,976,025 3.4
Microsoft Corp. 20,911,438 3.3
UAL Corp. 20,780,500 3.2
AirTouch Communications, Inc. 20,371,875 3.2
Merrill Lynch & Co., Inc. 20,118,675 3.1
$271,827,875 42.5%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED NOVEMBER 30, 1996
_______________________________________________________________________________
SHARES*
----------------------------------
PURCHASES BOUGHT HOLDINGS 11/30/96
- -------------------------------------------------------------------------------
Boeing Co. 77,400 77,400
Campbell Soup Co. 109,400 109,400
Cascade Communications Corp. 100,200 100,200
Chrysler Corp. 625,000 625,000
Cisco Systems, Inc. 122,900 374,600
COMPAQ Computer Corp. 149,000 277,300
Home Depot, Inc. 135,100 173,700
Household International, Inc. 83,600 83,600
MBNA Corp. 206,600 596,700
Sears, Roebuck & Co. 252,900 275,200
SALES SOLD HOLDINGS 11/30/96
- -------------------------------------------------------------------------------
Aluminum Co. of America 104,500 -0-
American International Group, Inc. 58,000 62,350
Applied Materials, Inc. 587,000 -0-
AT & T Corp. 146,900 -0-
Ford Motor Co. 282,800 -0-
Hewlett-Packard Co. 22,100 142,100
NationsBank Corp. 123,000 -0-
Norwest Corp. 319,900 221,200
PepsiCo, Inc. 214,900 177,900
United Healthcare Corp. 201,600 88,400
* Adjusted for stock splits.
5
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1996
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS-95.5%
CONSUMER PRODUCTS & SERVICES-40.6%
AIRLINES-6.4%
KLM Royal Dutch Air 184,782 $ 4,827,430
Northwest Airlines Corp. Cl.A (a) 376,800 15,213,300
UAL Corp. (a) 361,400 20,780,500
------------
40,821,230
BIOTECHNOLOGY-2.1%
Amgen, Inc. (a) 222,300 13,532,513
BROADCASTING & CABLE-4.8%
AirTouch Communications, Inc. (a) 795,000 20,371,875
Cox Communications, Inc. Cl.A (a) 125,100 2,564,550
TCI Group, Series A (a) 349,100 4,712,850
Tele-Communications-Liberty Media
Group Series A (a) 121,250 3,031,250
------------
30,680,525
DRUGS, HOSPITAL SUPPLIES &
MEDICAL SERVICES-10.7%
Columbia/HCA Healthcare Corp. 498,750 19,950,000
Johnson & Johnson 62,500 3,320,313
Medtronic, Inc. 69,100 4,569,237
Merck & Co., Inc. 159,300 13,221,900
Oxford Health Plans, Inc. (a) 75,400 4,373,200
Pfizer, Inc. 211,800 18,982,575
United Healthcare Corp. 88,400 3,812,250
------------
68,229,475
ENTERTAINMENT & LEISURE-1.2%
Walt Disney Co. 107,300 7,913,375
FOOD, BEVERAGES & TOBACCO-8.8%
Campbell Soup Co. 109,400 9,039,175
PepsiCo, Inc. 177,900 5,314,762
Philip Morris Cos., Inc. 407,000 41,971,875
------------
56,325,812
PRINTING & PUBLISHING-0.6%
Reuters Holdings Plc Cl.B (ADR) (b) 48,600 3,529,575
RESTAURANTS & LODGING-0.9%
Marriot International, Inc. 45,100 2,514,325
McDonald's Corp. 66,800 3,122,900
------------
5,637,225
RETAILING-5.1%
Home Depot, Inc. 173,700 9,054,112
Kohl's Corp. (a) 66,000 2,631,750
Sears, Roebuck & Co. 275,200 13,691,200
Wal-Mart Stores, Inc. 289,000 7,369,500
------------
32,746,562
------------
259,416,292
TECHNOLOGY-29.1%
COMMUNICATIONS EQUIPMENT-2.6%
Ascend Communications, Inc. (a) 57,700 4,103,912
Ericsson (L.M.) Telephone Co. Cl.B (ADR) (c) 108,690 3,355,804
Lucent Technologies, Inc. 104,800 5,371,000
MFS Communications, Inc. (a) 46,900 2,262,925
WorldCom, Inc. (a) 72,500 1,676,563
------------
16,770,204
COMPUTER HARDWARE-5.4%
COMPAQ Computer Corp. (a) 277,300 21,976,025
Dell Computer Corp. (a) 45,000 4,573,125
Hewlett-Packard Co. 142,100 7,655,637
------------
34,204,787
6
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMPUTER SOFTWARE & SERVICES-4.9%
Electronic Data Systems Corp. 70,400 $ 3,405,600
First Data Corp. 112,800 4,497,900
Microsoft Corp. (a) 133,300 20,911,438
Oracle Corp. (a) 54,500 2,670,500
------------
31,485,438
NETWORK SOFTWARE-7.0%
3Com Corp. (a) 94,400 7,091,800
Cascade Communications Corp. (a) 100,200 6,926,325
Cisco Systems, Inc. (a) 374,600 25,425,975
Netscape Communications Corp. (a) 90,600 5,062,275
------------
44,506,375
OFFICE EQUIPMENT SERVICES-0.7%
Xerox Corp. 97,000 4,765,125
SEMI-CONDUCTORS & RELATED-8.5%
Intel Corp. 83,200 10,556,000
warrants, expiring 3/14/98 (a) 495,000 43,436,250
------------
53,992,250
------------
185,724,179
FINANCIAL SERVICES-18.1%
BANKING & CREDIT-8.2%
Citicorp 61,000 6,664,250
First Union Corp. 39,700 3,032,088
Household International, Inc. 83,600 7,921,100
MBNA Corp. 596,700 24,091,762
Norwest Corp. 221,200 10,341,100
------------
52,050,300
BROKERAGE & MONEY MANAGEMENT-5.5%
Green Tree Financial Corp. 51,900 2,173,313
Merrill Lynch & Co., Inc. 250,700 20,118,675
Morgan Stanley Group, Inc. 213,700 12,848,712
------------
35,140,700
INSURANCE-1.8%
American International Group, Inc. 62,350 7,170,250
MGIC Investment Corp. 16,000 1,198,000
Progressive Corp. 44,900 3,131,775
------------
11,500,025
MORTGAGE BANKING-2.6%
Federal Home Loan Mortgage Corp. 67,500 7,711,875
Federal National Mortgage Assn. 215,700 8,897,625
------------
16,609,500
------------
115,300,525
CONSUMER MANUFACTURING-5.1%
AUTO & RELATED-5.1%
Chrysler Corp. 625,000 22,187,500
General Motors Corp. 184,500 10,631,812
------------
32,819,312
AEROSPACE & DEFENSE-1.2%
Boeing Co. 77,400 7,691,625
CAPITAL GOODS-1.0%
ELECTRICAL EQUIPMENT-1.0%
General Electric Co. 63,900 6,645,600
BASIC INDUSTRIES-0.4%
CHEMICALS-0.4%
Dow Chemical Co. 30,000 2,512,500
Total Common Stocks (cost $466,556,968) 610,110,033
7
PORTFOLIO OF INVESTMENTS (CONTINUED)
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
SHORT-TERM INVESTMENT-4.7%
COMMERCIAL PAPER-4.7%
General Electric Capital Corp.
5.75%, 12/02/96
(amortized cost $30,069,197) $30,074 $ 30,069,197
TOTAL INVESTMENTS-100.2%
(cost $496,626,165) $640,179,230
Other assets less liabilities-(0.2%) (1,056,260)
NET ASSETS-100% $639,122,970
(a) Non-income producing security.
(b) Country of origin - United Kingdom.
(c) Country of origin - Finland.
Glossary:
ADR - American Depository Receipt
See notes to financial statements.
8
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1996
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $496,626,165) $640,179,230
Cash 183
Receivable for capital stock sold 3,583,985
Receivable for investment securities sold 3,427,930
Dividends receivable 369,730
Deferred organization expenses 48,190
Total assets 647,609,248
LIABILITIES
Payable for investment securities purchased 5,408,850
Payable for capital stock redeemed 1,806,276
Advisory fee payable 498,386
Distribution fee payable 407,108
Accrued expenses and other liabilities 365,658
Total liabilities 8,486,278
NET ASSETS $639,122,970
COMPOSITION OF NET ASSETS
Capital stock, at par $ 36,226
Additional paid-in capital 456,839,935
Accumulated net realized gain on investments 38,693,744
Net unrealized appreciation of investments 143,553,065
$639,122,970
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share($172,869,895/
9,615,906 shares of capital stock issued and outstanding) $17.98
Sales charge--4.25% of public offering price .80
Maximum offering price $18.78
CLASS B SHARES
Net asset value and offering price per share($404,137,094/
23,069,218 shares of capital stock issued and outstanding) $17.52
CLASS C SHARES
Net asset value and offering price per share($60,194,336/
3,432,207 shares of capital stock issued and outstanding) $17.54
ADVISOR CLASS SHARES
Net asset value, redemption and offering price per share($1,921,645
/106,845 shares of capital stock issued and outstanding) $17.99
See notes to financial statements.
9
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1996
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $70,860) $5,783,103
Interest 735,155 $ 6,518,258
EXPENSES
Advisory fee 4,725,709
Distribution fee - Class A 410,493
Distribution fee - Class B 3,094,661
Distribution fee - Class C 386,057
Transfer agency 786,575
Custodian 143,518
Administrative 135,000
Registration 128,358
Audit and legal 97,914
Printing 91,459
Amortization of organization expenses 64,416
Directors' fees 28,000
Taxes 20,789
Miscellaneous 32,538
Total expenses 10,145,487
Net investment loss (3,627,229)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments 41,215,867
Net change in unrealized appreciation of investments 83,009,880
Net gain on investments 124,225,747
NET INCREASE IN NET ASSETS FROM OPERATIONS $120,598,518
See notes to financial statements.
10
STATEMENT OF CHANGES IN NET ASSETS
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1996 1995
------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (3,627,229) $ (1,841,781)
Net realized gain on investments 41,215,867 29,212,645
Net change in unrealized appreciation
(depreciation) of investments 83,009,880 61,872,933
Net increase in net assets from operations 120,598,518 89,243,797
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (5,922,043) (2,048,903)
Class B (19,710,627) (8,195,775)
Class C (1,909,603) (420,556)
CAPITAL STOCK TRANSACTIONS
Net increase 214,933,808 70,088,278
Total increase 307,990,053 148,666,841
NET ASSETS
Beginning of year 331,132,917 182,466,076
End of year $639,122,970 $331,132,917
See notes to financial statements.
11
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1996
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Premier Growth Fund (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 April 15, 1996 the
Board of Directors approved the creation of a fourth class of shares, Advisor
Class shares. The Fund offers Class A, Class B, Class C and Advisor Class
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 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. Advisor Class shares are sold
without an initial or contingent deferred sales charge and are not subject to
ongoing distribution expenses. Advisor Class shares are offered principally to
investors participating in fee-based programs. All four 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 such 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 INVESTMENT TRANSACTIONS
Investment 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. Investment 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. RECLASSIFICATION OF NET ASSETS
At November 30, 1996 the Fund reclassed certain components of net assets. The
reclassification resulted in a net decrease to accumulated net realized gains
on investment transactions and additional paid-in capital of $2,237,870 and
$1,389,359 respectively and a net increase to net investment income of
$3,627,229.
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.
12
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
Pursuant to the advisory agreement, the Fund paid $135,000 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, 1996. 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 $541,577
for the year ended November 30, 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 $88,718 from the sale of Class A shares and $354,346
and $1,718 in contingent deferred sales charges imposed upon redemptions by
shareholders of Class B and Class C shares, respectively for the year ended
November 30, 1996.
Brokerage commissions paid on securities transactions for the year ended
November 30, 1996, amounted to $1,002,908, 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. There is no distribution fee on the Advisor Class 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
$9,179,357 and $597,937, 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
and U.S. Government securities) aggregated $576,581,628 and $430,871,007,
respectively, for the year ended November 30, 1996. There were purchases of
$2,909,460 and sales of $5,234,235 of U.S. Government or government agency
obligations for the year ended November 30, 1996.
At November 30, 1996 the cost of securities for federal income tax purposes was
$496,988,756. Accordingly, gross unrealized appreciation of investments was
$149,474,296 and gross unrealized depreciation of investments was $6,283,822
resulting in net unrealized appreciation of $143,190,474.
NOTE E: 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 respectively. Of Counterpoint's total net assets
of $38,613,769, $16,595,716 was related to unrealized appreciation of
investment transactions. Immediately after the acquisition, the combined net
assets of the Fund amounted to $456,156,787.
13
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
NOTE F: CAPITAL STOCK
There are 12,000,000,000 shares of $0.001 par value capital stock authorized,
divided into four classes, designated Class A, Class B, Class C and Advisor
Class shares. Each Class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
SHARES AMOUNT
-------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
1996 1995 1996 1995
------------ ------------ -------------- --------------
Shares sold 4,320,321 2,089,549 $ 66,548,324 $ 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 775,326 -0- 12,236,562 -0-
Shares redeemed (2,718,348) (841,979) (41,968,817) (10,952,691)
Net increase 5,118,354 1,417,475 $ 62,067,360 $ 20,775,706
CLASS B
Shares sold 11,059,187 5,397,522 $166,656,584 $ 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
to Class A (793,985) -0- (12,236,562) -0-
Shares redeemed (3,389,077) (3,304,696) (51,382,097) (41,887,940)
Net increase 8,008,899 2,664,085 $119,035,046 $ 39,617,974
CLASS C
Shares sold 2,912,986 941,434 $ 43,855,129 $ 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 (907,459) (305,550) (13,527,197) (3,886,065)
Net increase 2,125,395 658,159 $ 32,029,052 $ 9,694,598
14
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SHARES AMOUNT
------------ ------------
OCT. 2,1996* OCT. 2,1996*
TO TO
NOV. 30,1996 NOV. 30,1996
------------ ------------
ADVISOR CLASS
Shares sold 106,845 $1,802,350
Shares issued in
reinvestment of
distributions -0- -0-
Shares redeemed -0- -0-
Net increase 106,845 $1,802,350
* Commencement of distribution.
15
FINANCIAL HIGHLIGHTS
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------
SEPTEMBER 28,
1992(A)
YEAR ENDED NOVEMBER 30, TO
--------------------------------------------------- NOVEMBER 30,
1996 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) (.04)(b) (.03) (.09) (.05) .01
Net realized and unrealized gain (loss)
on investments 3.20 5.38 (.28) 1.05 .78
Net increase (decrease) in net asset
value from operations 3.16 5.35 (.37) 1.00 .79
LESS: DIVIDEND AND 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 $17.98 $16.09 $11.41 $11.78 $10.79
TOTAL RETURN
Total investment return based on
net asset value (c) 21.52% 49.95% (3.14)% 9.26% 7.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $172,870 $72,366 $35,146 $40,415 $4,893
Ratio of expenses to average net assets 1.65% 1.75% 1.96% 2.18% 2.17%(d)(e)
Ratio of net investment income (loss)
to average net assets (.27)% (.28)% (.67)% (.61)% .91%(d)(e)
Portfolio turnover rate 95% 114% 98% 68% -0-%
Average commission rate (f) $.0651 -- -- -- --
</TABLE>
See footnote summary on page 19.
16
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
CLASS B
--------------------------------------------------------------------
SEPTEMBER 28,
1992(A)
YEAR ENDED NOVEMBER 30, TO
--------------------------------------------------- NOVEMBER 30,
1996 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 (.14)(b) (.11) (.15) (.10) -0-
Net realized and unrealized gain (loss)
on investments 3.12 5.30 (.28) 1.03 .79
Net increase (decrease) in net asset
value from operations 2.98 5.19 (.43) .93 .79
LESS: DISTRIBUTIONS
Distributions from net realized gains (1.27) (.67) -0- -0- -0-
Net asset value, end of period $17.52 $15.81 $11.29 $11.72 $10.79
TOTAL RETURN
Total investment return based on net
asset value (c) 20.70% 49.01% (3.67)% 8.64% 7.90%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $404,137 $238,088 $139,988 $151,600 $19,941
Ratio of expenses to average net assets 2.32% 2.43% 2.47% 2.70% 2.68%(d)(e)
Ratio of net investment income (loss)
to average net assets (.94)% (.95)% (1.19)% (1.14)% .35%(d)(e)
Portfolio turnover rate 95% 114% 98% 68% -0-%
Average commission rate (f) $.0651 -- -- -- --
</TABLE>
See footnote summary on page 19.
17
FINANCIAL HIGHLIGHTS (CONTINUED)
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
CLASS C
-----------------------------------------------------
MAY 3, 1993(G)
YEAR ENDED NOVEMBER 30, TO
-------------------------------------- NOVEMBER 30,
1996 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 (.14)(b) (.08) (.09) (.05)
Net realized and unrealized gain (loss)
on investments 3.13 5.27 (.33) 1.29
Net increase (decrease) in net asset
value from operations 2.99 5.19 (.42) 1.24
LESS:DISTRIBUTIONS
Distributions from net realized gains (1.27) (.67) -0- -0-
Net asset value, end of period $17.54 $15.82 $11.30 $11.72
TOTAL RETURN
Total investment return based on net
asset value (c) 20.76% 48.96% (3.58)% 11.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $60,194 $20,679 $7,332 $3,899
Ratio of expenses to average net assets 2.32% 2.42% 2.47% 2.79%(d)
Ratio of net investment loss to average
net assets (.94)% (.97)% (1.16)% (1.35)%(d)
Portfolio turnover rate 95% 114% 98% 68%
Average commission rate (f) $.0651 -- -- --
</TABLE>
See footnote summary on page 19.
18
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
ADVISOR CLASS
------------------
OCTOBER 2, 1996(G)
TO
NOVEMBER 30, 1996
------------------
Net asset value, beginning of period $15.94
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.01)(b)
Net realized and unrealized gain on investments 2.06
Net increase in net asset value from operations 2.05
Net asset value, end of period $17.99
TOTAL RETURN
Total investment return based on net asset value (c) 12.86%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $1,922
Ratio of expenses to average net assets 1.50%(d)
Ratio of net investment loss to average net assets (.48)%(d)
Portfolio turnover rate 95%
Average commission rate (f) $.0651
(a) Commencement of operations.
(b) Based on average shares oustanding.
(c) 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.
(d) Annualized.
(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) 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.
(g) Commencement of distribution.
19
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, 1996, 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 four 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, 1996 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 17, 1997
20
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)
DONALD J. ROBINSON (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.
21
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
Alliance/Regent Sector Opportunity 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 Real Estate Investment 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
22
ALLIANCE PREMIER GROWTH FUND
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.
APGAR
