ALLIANCE PREMIER GROWTH FUND
ANNUAL REPORT
NOVEMBER 30, 1997
LETTER TO SHAREHOLDERS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
December 18, 1997
Dear Shareholder:
We are pleased to provide you with Alliance Premier Growth Fund investment
results and market activity for the period ended November 30, 1997.
INVESTMENT RESULTS
The annual reporting period for Alliance Premier Growth Fund ended on November
30, 1997. The Fund's performance numbers for the previous six and 12 month
periods are shown together with index performance for the Fund's benchmarks,
the S&P 500 Stock Index and the Russell 1000 Growth Stock Index. As you can see
from the following table, all classes of your Fund's shares comfortably
outperformed both indices for the 12 month period. This performance was
attributable to strong showings in technology and financial issues. However,
when measured over the last six months, the Fund slightly underperformed the
S&P 500 due to the market correction on telecommunication and technology stocks
in the month of November.
INVESTMENT RESULTS*
Period Ended November 30, 1997
TOTAL RETURN
6 MONTHS 12 MONTHS
---------- ----------
ALLIANCE PREMIER GROWTH FUND
Class A 12.76% 30.46%
Class B 12.43% 29.62%
Class C 12.41% 29.64%
S&P 500 STOCK INDEX 13.54% 28.50%
RUSSELL 1000 GROWTH STOCK INDEX 12.26% 26.52%
* TOTAL RETURNS ARE BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF
NOVEMBER 30, 1997. TOTAL RETURN FOR ADVISOR CLASS SHARES WILL DIFFER DUE TO
DIFFERENT EXPENSES ASSOCIATED WITH THAT CLASS. PAST PERFORMANCE IS NO GUARANTEE
OF FUTURE RESULTS.
THE UNMANAGED S&P 500 STOCK INDEX INCLUDES 500 U.S. STOCKS AND IS A COMMON
MEASURE OF THE PERFORMANCE OF THE OVERALL U.S. STOCK MARKET. THE UNMANAGED
RUSSELL 1000 GROWTH STOCK INDEX REPRESENTS THE PERFORMANCE OF 1000 OF THE
LARGEST U.S. COMPANIES BY MARKET CAPITALIZATION. AN INVESTOR CANNOT INVEST
DIRECTLY IN THE INDICES.
ADDITIONAL INVESTMENT RESULTS APPEAR ON PAGE 3.
ECONOMIC REVIEW
Although we have been consistently in the bullish camp for several years, U.S.
corporate profits in 1997 exceeded even the optimistic forecast we made at the
beginning of the year. The year also produced further evidence of what has come
to be broadly known as the "new paradigm." Included among these positive
developments are a continuing shift from manufacturing to less cyclical jobs
(now 80% of all American jobs), rapid innovation in information technology,
better supply chain and inventory management, fewer trade barriers and lower
shipping and distribution costs on a worldwide basis. These developments have
the aggregate effect of muting swings in the business cycle, restraining
inflation and producing a modest interest rate environment.
Although we do not know the full dimensions of the Asian financial crisis, it
ultimately offers hope of greater transparency and structural reforms in an
area of the world that is home to a billion-plus new consumers. In the
near-term, growth in the Asian markets will likely slow from its record-setting
pace, but that serves to only temper what were building pressures on worldwide
interest rates. Additionally, many U.S. multi-national corporations are
utilizing the Asian turmoil to strengthen their positions in those marketplaces.
Our bullishness remains cautious, however, when we take stock of U.S. equity
prices. Given today's low interest rate environment, the market is not unduly
overvalued, but there is clearly less margin for error than before. Investments
must be clearly targeted to those companies that continue to show improvements
in profitability and which are strategically positioned to capitalize on the
new order. We continue to focus on quality companies with solid management and
whose growth prospects should provide returns well in excess of the long bond
yield.
FUND STRATEGY
Alliance Premier Growth Fund seeks long term growth by investing in many of the
premier U.S. companies that demonstrate world leadership positions. We are
continuing to stay the course with an optimistic bias, but hold to a barbell
approach of having roughly equal weightings in more aggressive, high growth
technology stocks on one hand, balanced by lower price to earnings multiple
financial stocks on the other. We expect market volatility to
1
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
increase. Therefore, we do not intend to deviate from our basic trading
strategy of taking profits during bouts of exuberance and capitalizing on
periods of price weakness where we are confident of underlying fundamentals.
We thank you for your continued interest and investment in the Alliance Premier
Growth Fund and look forward to reporting our progress to you as we enter the
next 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, 1997
CLASS A SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 30.46% 24.91%
Five Years 20.27% 19.22%
Since Inception* 21.31% 20.30%
CLASS B SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 29.62% 25.62%
Five Years 19.53% 19.53%
Since Inception* 20.59% 20.59%
CLASS C SHARES
WITHOUT WITH
SALES CHARGE SALES CHARGE
------------ ------------
One Year 29.64% 28.64%
Since Inception* 22.25% 22.25%
Average annual total returns reflect reinvestment 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). Returns for Class A
shares do not reflect the imposition of the 1 year 1% contingent deferred sales
charge for accounts over $1,000,000. Total return for Advisor Class shares will
differ due to 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
GROWTH OF A $10,000 INVESTMENT
9/30/92* TO 11/30/97
$27,000
$24,000
$21,000
$18,000
$15,000
$12,000
$10,000
$9,000
9/30/92 11/30/92 11/30/93 11/30/94 11/30/95 11/30/96 11/30/97
PREMIER GROWTH FUND CLASS A: $26,004
S&P 500 STOCKINDEX: $25,959
RUSSELL 1000 GROWTH STOCK INDEX:$24,629
This chart illustrates the total value of an assumed $10,000 investment in
Alliance Premier Growth Fund Class A shares (from 9/30/92 to 11/30/97) 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 & Poor's 500 Stock Index includes 500 U.S. stocks and is
a common measure of the performance of the overall U.S. stock market.
The unmanaged Russell 1000 Growth Stock Index measures the performance of 1000
of the largest U.S. companies by market capitalization. These large-cap stocks
have a greater-than-average growth orientation.
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
Standard &Poor's 500 Stock Index
Russell 1000 Growth Stock Index
* Month-end nearest to Fund's Class A share inception date of 9/28/92.
4
TEN LARGEST HOLDINGS
NOVEMBER 30, 1997 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY VALUE PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
Philip Morris Cos., Inc. $ 84,403,050 5.8%
Nokia Corp. Class A (ADR) 75,677,000 5.2
COMPAQ Computer Corp. 74,016,534 5.1
MBNA Corp. 72,238,047 4.9
Dell Computer Corp. 67,451,025 4.6
Home Depot, Inc. 63,545,000 4.3
Intel Corp. warrants, expiring 3/14/98 54,830,813 3.8
Cisco Systems, Inc. 54,786,000 3.7
Tyco International, Ltd. 47,170,650 3.2
Merrill Lynch & Co., Inc. 44,723,475 3.1
$638,841,594 43.7%
MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED NOVEMBER 30, 1997
_______________________________________________________________________________
SHARES*
---------------------------------
PURCHASES BOUGHT HOLDINGS 11/30/97
- -------------------------------------------------------------------------------
COMPAQ Computer Corp. 943,650 1,185,450
Dell Computer Corp. 599,900 801,200
Ericsson (L.M.) Telephone Co. Cl.B (ADR) 610,400 899,090
Ford Motor Co. 803,400 803,400
Home Depot, Inc. 668,600 1,136,000
Nokia Corp. (ADR) 548,100 910,400
Philip Morris Cos., Inc. 614,900 1,940,300
Tyco International, Ltd. 1,016,400 1,201,800
United Healthcare Corp. 570,900 853,700
United Technologies Corp. 564,900 564,900
SALES SOLD HOLDINGS 11/30/97
- -------------------------------------------------------------------------------
Ascend Communications, Inc. 125,000 -0-
British Petroleum Co. Plc 48,000 -0-
Columbia/HCA Healthcare Corp. 363,450 -0-
Federal National Mortgage Assn. 136,300 136,800
Gillette Co. 78,800 39,900
Microsoft Corp. 60,700 256,500
Nike, Inc. 254,800 -0-
Seagate Technology, Inc. 367,200 -0-
Sears, Roebuck & Co. 412,400 -0-
UAL Corp. 47,900 519,200
* Adjusted for stock splits and other corporate actions.
5
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1997 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
COMMON STOCKS AND OTHERINVESTMENTS-97.2%
TECHNOLOGY-30.3%
COMMUNICATIONS EQUIPMENT-8.7%
Ericsson (L.M.) Telephone
Co. Cl.B (ADR) (a) 899,090 $ 36,356,952
Lucent Technologies, Inc. 187,400 15,015,425
Nokia Corp. Class A (ADR) (b) 910,400 75,677,000
-------------
127,049,377
COMPUTER HARDWARE-9.7%
COMPAQ Computer Corp. (c) 1,185,450 74,016,534
Dell Computer Corp. (c) 801,200 67,451,025
-------------
141,467,559
COMPUTER SERVICES-0.6%
First Data Corp. 311,100 8,808,019
COMPUTER SOFTWARE-2.5%
Microsoft Corp. (c) 256,500 36,294,750
NETWORK SOFTWARE-3.7%
Cisco Systems, Inc. (c) 635,200 54,786,000
SEMI-CONDUCTOR CAPITAL EQUIPMENT-0.1%
Applied Materials, Inc. (c) 67,800 2,237,400
SEMI-CONDUCTOR COMPONENTS-5.0%
Intel Corp. warrants, expiring 3/14/98 (c) 963,000 54,830,813
Texas Instruments, Inc. 362,000 17,828,500
-------------
72,659,313
-------------
443,302,418
CONSUMER SERVICES-18.8%
AIRLINES-5.1%
KLM Royal Dutch Air 330,182 11,886,552
Northwest Airlines Corp. Cl.A (c) 450,200 18,683,300
UAL Corp. (c) 519,200 44,132,000
-------------
74,701,852
BROADCASTING & CABLE-4.2%
AirTouch Communications, Inc. (c) 1,128,100 44,277,925
Tele-Communications, Inc.-
Liberty Media Group Cl.A (c) 524,875 17,714,531
-------------
61,992,456
ENTERTAINMENT & LEISURE-2.2%
Walt Disney Co. 343,400 32,601,538
RESTAURANTS & LODGING-0.4%
Marriot International, Inc. 73,900 5,353,131
RETAIL - GENERAL MERCHANDISE-6.9%
Dayton Hudson Corp. 277,600 18,443,050
Home Depot, Inc. 1,136,000 63,545,000
Kohl's Corp. (c) 257,400 18,629,325
-------------
100,617,375
-------------
275,266,352
FINANCE-17.9%
BANKING - MONEY CENTERS-2.1%
Citicorp 258,900 31,051,819
BANKING - REGIONAL-0.7%
Banc One Corp. 189,100 9,715,012
6
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
COMPANY SHARES VALUE
- -------------------------------------------------------------------------
BROKERAGE & MONEY MANAGEMENT-5.6%
Merrill Lynch & Co., Inc. 637,200 $ 44,723,475
Morgan Stanley, Dean Witter,
Discover and Co. 697,135 37,863,145
------------
82,586,620
INSURANCE-1.6%
American International Group, Inc. 193,225 19,479,495
Progressive Corp. 40,500 4,131,000
------------
23,610,495
MORTGAGE BANKING-1.1%
Federal Home Loan Mortgage Corp. 225,800 9,314,250
Federal National Mortgage Assn. 136,800 7,224,750
------------
16,539,000
MISCELLANEOUS-6.8%
Household International, Inc. 143,100 18,030,600
MBNA Corp. 2,719,550 72,238,047
MGIC Investment Corp. 145,500 8,502,656
------------
98,771,303
------------
262,274,249
HEALTH CARE-10.8%
DRUGS-6.7%
Merck & Co., Inc. 350,200 33,115,788
Pfizer, Inc. 602,800 43,853,700
Schering-Plough Corp. 336,700 21,106,881
------------
98,076,369
MEDICAL PRODUCTS-1.1%
Medtronic, Inc. 322,500 15,399,375
MEDICAL SERVICES-3.0%
United Healthcare Corp. 853,700 44,445,756
------------
157,921,500
CONSUMER STAPLES-6.3%
COSMETICS-0.2%
Gillette Co. 39,900 3,683,269
FOOD-0.2%
Coca-Cola Co. 37,600 2,350,000
HOUSEHOLD PRODUCTS-0.1%
Colgate-Palmolive Co. 27,600 1,844,025
TOBACCO-5.8%
Philip Morris Cos., Inc. 1,940,300 84,403,050
------------
92,280,344
CAPITAL GOODS-3.6%
MISCELLANEOUS-3.6%
Allied-Signal, Inc. 289,400 10,743,975
United Technologies Corp. 564,900 42,332,194
------------
53,076,169
MULTI INDUSTRY COMPANIES-3.2%
Tyco International, Ltd. 1,201,800 47,170,650
CONSUMER MANUFACTURING-2.4%
AUTO & RELATED-2.4%
Ford Motor Co. 803,400 34,546,200
UTILITIES-2.1%
TELEPHONE UTILITY-2.1%
MCI Communications Corp. 359,200 15,782,350
WorldCom, Inc. (c) 436,490 13,967,680
------------
29,750,030
ENERGY-1.8%
OIL SERVICES-1.8%
Baker Hughes, Inc. 211,300 8,848,188
Halliburton Co. 88,300 4,762,681
Schlumberger, Ltd. 154,600 12,725,512
------------
26,336,381
Total Common Stocks and Other Investments
(cost $1,147,491,661) 1,421,924,293
7
PORTFOLIO OF INVESTMENTS (CONTINUED) ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
PRINCIPAL
AMOUNT
COMPANY (000) VALUE
- -------------------------------------------------------------------------
SHORT-TERM INVESTMENT-2.3%
COMMERCIAL PAPER-2.3%
General Electric Capital Corp.
5.80%, 12/01/97
(amortized cost $33,356,000) $33,356 $ 33,356,000
TOTAL INVESTMENTS-99.5%
(cost $1,180,847,661) $1,455,280,293
Other assets less liabilities-0.5% 7,649,482
NET ASSETS-100% $1,462,929,775
(a) Country of origin--Sweden.
(b) Country of origin--Finland.
(c) Non-income producing security.
Glossary:
ADR - American Depositary Receipt.
See notes to financial statements.
8
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1997 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
ASSETS
Investments in securities, at value (cost $1,180,847,661) $1,455,280,293
Cash 518
Receivable for capital stock sold 18,663,245
Receivable for investment securities sold 10,527,587
Dividends receivable 414,694
Total assets 1,484,886,337
LIABILITIES
Payable for investment securities purchased 13,497,551
Payable for capital stock redeemed 5,789,584
Advisory fee payable 1,159,248
Distribution fee payable 919,565
Accrued expenses and other liabilities 590,614
Total liabilities 21,956,562
NET ASSETS $1,462,929,775
COMPOSITION OF NET ASSETS
Capital stock, at par $ 68,109
Additional paid-in capital 1,095,121,183
Accumulated net realized gain on investments 93,307,851
Net unrealized appreciation of investments 274,432,632
$1,462,929,775
CALCULATION OF MAXIMUM OFFERING PRICE
CLASS A SHARES
Net asset value and redemption price per share ($373,099,448/
16,956,377 shares of capital stock issued and outstanding) $22.00
Sales charge--4.25% of public offering price .98
Maximum offering price $22.98
CLASS B SHARES
Net asset value and offering price per share ($858,448,726/
40,376,157 shares of capital stock issued and outstanding) $21.26
CLASS C SHARES
Net asset value and offering price per share ($177,923,008/
8,357,140 shares of capital stock issued and outstanding) $21.29
ADVISOR CLASS SHARES
Net asset value, redemption and offering price per share
($53,458,593/2,419,222 shares of capital stock issued and
outstanding) $22.10
See notes to financial statements.
9
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1997 ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
INVESTMENT INCOME
Dividends (net of foreign taxes withheld
of $91,741) $8,223,561
Interest 1,885,055 $ 10,108,616
EXPENSES
Advisory fee 9,721,137
Distribution fee - Class A 805,434
Distribution fee - Class B 5,916,522
Distribution fee - Class C 1,042,541
Transfer agency 1,292,595
Registration 264,601
Printing 235,163
Custodian 204,021
Administrative 130,000
Audit and legal 97,421
Taxes 71,624
Amortization of organization expenses 48,190
Directors' fees 28,000
Miscellaneous 18,796
Total expenses 19,876,045
Net investment loss (9,767,429)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investment transactions 103,667,327
Net change in unrealized appreciation of investments 130,879,567
Net gain on investments 234,546,894
NET INCREASE IN NET ASSETS FROM OPERATIONS $224,779,465
See notes to financial statements.
10
STATEMENT OF CHANGES IN NET ASSETS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30,
1997 1996
--------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss $ (9,767,429) $ (3,627,229)
Net realized gain on investment transactions 103,667,327 41,215,867
Net change in unrealized appreciation of
investments 130,879,567 83,009,880
Net increase in net assets from operations 224,779,465 120,598,518
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net realized gain on investments
Class A (10,426,403) (5,922,043)
Class B (25,045,493) (19,710,627)
Class C (3,698,398) (1,909,603)
Advisor Class (115,497) -0-
CAPITAL STOCK TRANSACTIONS
Net increase 638,313,131 214,933,808
Total increase 823,806,805 307,990,053
NET ASSETS
Beginning of year 639,122,970 331,132,917
End of year $1,462,929,775 $639,122,970
See notes to financial statements.
11
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1997 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 diversified, open-end management investment company. 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% for purchases not exceeding
$1,000,000. With respect to purchases of $1,000,000 or more, Class A shares
redeemed within one year of purchase will be subject to a contingent deferred
sales charge of 1%. Class B shares are currently 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 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 to investors
participating in fee-based programs and to certain retirement plan accounts.
All four classes of shares have identical voting, dividend, liquidation and
other rights, except that each class bears different distribution expenses and
has exclusive voting rights with respect to its distribution plan. The
following is a summary of significant accounting policies followed by the Fund.
1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange or on a foreign
securities exchange (other than foreign securities exchanges whose operations
are similar to those of the United States over-the-counter market) are
generally valued at the last reported sales price or if no sale occurred, at
the mean of the closing bid and asked prices on that day. Readily marketable
securities traded in the over-the-counter market, securities listed on a
foreign securities exchange whose operations are similar to the U.S.
over-the-counter market, and securities listed on a national securities
exchange whose primary market is believed to be over-the-counter, are valued at
the mean of the current bid and asked prices. U.S. government and fixed income
securities which mature in 60 days or less are valued at amortized cost, unless
this method does not represent fair value. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith by, or in accordance with procedures adopted by, the
Fund's Board of Directors. Fixed income securities may be valued on the basis
of prices obtained from a pricing service when such prices are believed to
reflect the fair value of such securities.
2. ORGANIZATION EXPENSES
Organization expenses of approximately, $316,110 have been deferred and were
amortized on a straight-line basis through September, 1997.
3. 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.
4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the trade date the
securities are purchased or sold. The Fund accretes discount and amortizes
premiums as adjustments to interest income. Investment gains and losses are
determined on the identified cost basis.
5. INCOME AND EXPENSES
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A shares and the Advisory Class shares have no distribution fees.
6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend
date. Dividends and capital gains distributions are determined in accordance
with federal tax regulations and may differ from those determined in accordance
with generally accepted accounting principles. To the extent these differences
are permanent, such amounts are reclassified within the capital accounts based
on their federal tax basis treatment; temporary differences, do not require
such reclassification. During the
12
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
current fiscal year, permanent differences, primarily due to net investment
losses, resulted in a net decrease in accumulated net investment losses and a
corresponding decrease in accumulated net realized gain on investment
transactions. This reclassification had no effect on net assets.
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.
Pursuant to the advisory agreement, the Fund paid $130,000 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, 1997.
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 $904,566 for the year ended November 30, 1997.
Alliance Fund Distributors, Inc., (the "Distributor"), a wholly-owned
subsidiary of the Adviser, serves as the Distributor of the Fund's shares. The
Distributor received front-end sales charges of $177,799 from the sale of Class
A shares and $4,277, $718,789 and $35,775 in contingent deferred sales charges
imposed upon redemptions by shareholders of Class A, Class B and Class C
shares, respectively, for the year ended November 30, 1997.
Brokerage commissions paid on investment transactions for the year ended
November 30, 1997, amounted to $1,637,773, 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
$20,874,319 and $1,413,557 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 $1,281,153,857 and $696,099,375,
respectively, for the year ended November 30, 1997. There were purchases of
$12,510,037 and sales of $20,297,154 of U.S. government and government agency
obligations for the year ended November 30, 1997.
At November 30, 1997 the cost of investments for federal income tax purposes
was $1,186,692,920. Accordingly, gross unrealized appreciation of investments
was $278,836,781 and gross unrealized depreciation of investments was
$10,249,408 resulting in net unrealized appreciation of $268,587,373.
13
NOTES TO FINANCIAL STATEMENTS (CONTINUED) ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
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 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.
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,
1997 1996 1997 1996
------------ ------------ -------------- --------------
CLASS A
Shares sold 10,222,249 4,320,321 $ 212,359,400 $ 66,548,324
Shares issued in
reinvestment of
distributions 538,004 382,395 8,771,167 5,537,079
Shares issued in
connection with
the acquisition
of Alliance
Counterpoint Fund -0- 2,358,660 -0- 19,714,212
Shares converted
from Class B 1,665,278 775,326 33,372,081 12,236,562
Shares redeemed (5,085,060) (2,718,348) (100,132,948) (41,968,817)
Net increase 7,340,471 5,118,354 $ 154,369,700 $ 62,067,360
CLASS B
Shares sold 22,054,486 11,059,187 $ 438,050,160 $166,656,584
Shares issued in
reinvestment of
distributions 1,184,755 1,010,144 18,778,873 14,344,050
Shares issued in
connection with
the acquisition
of Alliance
Counterpoint Fund -0- 122,630 -0- 1,653,071
Shares converted
to Class A (1,719,123) (793,985) (33,372,081) (12,236,562)
Shares redeemed (4,213,179) (3,389,077) (80,849,390) (51,382,097)
Net increase 17,306,939 8,008,899 $ 342,607,562 $119,035,046
14
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SHARES AMOUNT
--------------------------- ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, NOVEMBER 30, NOVEMBER 30, NOVEMBER 30,
1997 1996 1997 1996
------------ ------------ -------------- --------------
CLASS C
Shares sold 6,050,953 2,912,986 $120,803,565 $ 43,855,129
Shares issued in
reinvestment of
distributions 140,395 73,916 2,228,162 1,050,350
Shares issued in
connection with
the acquisition
of Alliance
Counterpoint Fund -0- 45,952 -0- 650,770
Shares redeemed (1,266,415) (907,459) (24,575,722) (13,527,197)
Net increase 4,924,933 2,125,395 $ 98,456,005 $ 32,029,052
YEAR ENDED OCT. 2,1996(A) YEAR ENDED OCT. 2,1996(A)
NOVEMBER 30, TO NOVEMBER 30, TO
1997 NOV. 30,1996 1997 NOV. 30,1996
------------ ------------ -------------- --------------
ADVISOR CLASS
Shares sold 2,430,024 106,845 $45,316,504 $1,802,350
Shares issued in
reinvestment of
distributions 7,030 -0- 114,668 -0-
Shares redeemed (124,677) -0- (2,551,308) -0-
Net increase 2,312,377 106,845 $42,879,864 $1,802,350
(a) Commencement of distribution.
15
FINANCIAL HIGHLIGHTS ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
----------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.98 $16.09 $11.41 $11.78 $10.79
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.10)(a) (.04)(a) (.03) (.09) (.05)
Net realized and unrealized gain (loss)
on investment transactions 5.20 3.20 5.38 (.28) 1.05
Net increase (decrease) in net asset
value from operations 5.10 3.16 5.35 (.37) 1.00
LESS: DIVIDEND AND DISTRIBUTIONS
Dividends from net investment income -0- -0- -0- -0- (.01)
Distributions from net realized gains (1.08) (1.27) (.67) -0- -0-
Total dividends and distributions (1.08) (1.27) (.67) -0- (.01)
Net asset value, end of year $22.00 $17.98 $16.09 $11.41 $11.78
TOTAL RETURN
Total investment return based on net
asset value (b) 30.46% 21.52% 49.95% (3.14)% 9.26%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $373,099 $172,870 $72,366 $35,146 $40,415
Ratio of expenses to average net assets 1.57% 1.65% 1.75% 1.96% 2.18%
Ratio of net investment loss to average
net assets (.52)% (.27)% (.28)% (.67)% (.61)%
Portfolio turnover rate 76% 95% 114% 98% 68%
Average commission rate (c) $.0594 $.0651 -- -- --
</TABLE>
See footnote summary on page 19.
16
ALLIANCE PREMIER GROWTH FUND
_______________________________________________________________________________
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR
<TABLE>
<CAPTION>
CLASS B
----------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
----------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $17.52 $15.81 $11.29 $11.72 $10.79
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.23)(a) (.14)(a) (.11) (.15) (.10)
Net realized and unrealized gain (loss)
on investment transactions 5.05 3.12 5.30 (.28) 1.03
Net increase (decrease) in net asset
value from operations 4.82 2.98 5.19 (.43) .93
LESS: DISTRIBUTIONS
Distributions from net realized gains (1.08) (1.27) (.67) -0- -0
Net asset value, end of year $21.26 $17.52 $15.81 $11.29 $11.72
TOTAL RETURN
Total investment return based on net
asset value (b) 29.62% 20.70% 49.01% (3.67)% 8.64%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $858,449 $404,137 $238,088 $139,988 $151,600
Ratio of expenses to average net assets 2.25% 2.32% 2.43% 2.47% 2.70%
Ratio of net investment loss to average
net assets (1.20)% (.94)% (.95)% (1.19)% (1.14)%
Portfolio turnover rate 76% 95% 114% 98% 68%
Average commission rate (c) $.0594 $.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(D)
YEAR ENDED NOVEMBER 30, TO
---------------------------------------------------- NOVEMBER 30,
1997 1996 1995 1994 1993
------------ ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $17.54 $15.82 $11.30 $11.72 $10.48
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (.24)(a) (.14)(a) (.08) (.09) (.05)
Net realized and unrealized gain (loss)
on investment transactions 5.07 3.13 5.27 (.33) 1.29
Net increase (decrease) in net asset
value from operations 4.83 2.99 5.19 (.42) 1.24
LESS:DISTRIBUTIONS
Distributions from net realized gains (1.08) (1.27) (.67) -0- -0-
Net asset value, end of period $21.29 $17.54 $15.82 $11.30 $11.72
TOTAL RETURN
Total investment return based on net
asset value (b) 29.64% 20.76% 48.96% (3.58)% 11.83%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $177,923 $60,194 $20,679 $7,332 $3,899
Ratio of expenses to average net assets 2.24% 2.32% 2.42% 2.47% 2.79%(e)
Ratio of net investment loss to
average net assets (1.22)% (.94)% (.97)% (1.16)% (1.35)%(e)
Portfolio turnover rate 76% 95% 114% 98% 68%
Average commission rate (c) $.0594 $.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(D)
YEAR ENDED TO
NOVEMBER 30, NOVEMBER 30,
1997 1996
------------ -------------
Net asset value, beginning of period $17.99 $15.94
INCOME FROM INVESTMENT OPERATIONS
Net investment loss (a) (.06) (.01)
Net realized and unrealized gain on investment
transactions 5.25 2.06
Net increase in net asset value from operations 5.19 2.05
LESS: DISTRIBUTIONS
Distributions from net realized gains (1.08) -0-
Net asset value, end of period $22.10 $17.99
TOTAL RETURN
Total investment return based on net asset value (b) 30.98% 12.86%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $53,459 $1,922
Ratio of expenses to average net assets 1.25% 1.50%(e)
Ratio of net investment loss to average net assets (.28)% (.48)%(e)
Portfolio turnover rate 76% 95%
Average commission rate $.0594 $.0651
(a) Based on average shares oustanding.
(b) 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.
(c) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on which
commissions are charged.
(d) Commencement of distribution.
(e) Annualized.
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, 1997, 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 each of the periods
indicated, 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, 1997 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 9, 1998
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
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)
OFFICERS
ALFRED HARRISON, EXECUTIVE VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
THOMAS J. BARDONG, 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 High Yield Fund
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 Environment 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 Greater China '97 Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund
CLOSED-END FUNDS
Alliance All-Market Advantage 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
Massachusetts 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
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
