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Alliance Capital
[LOGO] (R) Alliance Premier Growth Fund, Inc.
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Supplement to Statement of
Additional Information June 15, 1998
This supplement to the Statement of Additional
Information dated February 2, 1998 of Alliance Premier Growth
Fund, Inc. (the "Fund") supersedes certain information under the
headings "Purchase of Shares - Class B Shares", "Shareholder
Services" and "General Information."
Class B shares purchased after July 10, 1998 will
automatically convert to Class A shares and will no longer be
subject to a higher distribution services fee eight years after
the end of the calendar month in which the shareholder's purchase
order is accepted. Class B shares outstanding on July 10, 1998
will retain their six-year conversion schedule.
The conversion of Class B shares to Class A shares is
subject to the continuing availability of an opinion of counsel
to the effect that the conversion of Class B shares to Class A
shares does not constitute a taxable event under federal income
tax law. The conversion of Class B shares to Class A shares may
be suspended if such an opinion is no longer available at the
time such conversion is to occur. In that event, no further
conversions of Class B shares would occur, and shares might
continue to be subject to the higher distribution services fee
for an indefinite period. In the case of Class B shares
purchased after July 10, 1998, such period may extend beyond the
period ending eight years after the end of the calendar month in
which the shareholder's purchase order was accepted. In the case
of Class B shares outstanding on July 10, 1998, such period may
extend beyond the period ending six years after the end of the
calendar month in which the shareholder's purchase order was
accepted.
Class B shares of the Fund may be exchanged for shares
of the same class of other Alliance Mutual Funds. Class B shares
will continue to age without regard to exchanges for purposes of
conversion to Class A shares. After an exchange, Class B shares
purchased after July 10, 1998 will automatically convert to Class
A shares of the other Alliance Mutual Fund in accordance with the
eight-year conversion schedule applicable to such shares when
originally purchased for cash and Class B shares outstanding on
July 10, 1998 will automatically convert to Class A shares of the
other Alliance Mutual Fund in accordance with the six-year
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conversion schedule applicable to such shares when originally
purchased for cash.
The authorized capital stock of the Fund includes
6,000,000,000 shares of Class B common stock (designated in the
Charter of the Fund as 3,000,000,000 shares of Class B-1 Common
Stock and 3,000,000,000 shares of Class B-2 Common Stock).
(R) This registered mark used under license from the owner,
Alliance Capital Management L.P.
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