[DESCRIPTION]Report of 10f-3 Transactions
Securities Purchases in Underwritings Involving
Transactions with Donaldson, Lufkin, & Jenrette Securities Corporation
Subject to Rule 10f-3 Under the Investment Company Act of 1940
ALLIANCE PREMIER GROWTH FUND
<TABLE>
10f-3 TRANSACTIONS FOR THE PERIOD DECEMBER 1, 1999 THROUGH MAY 31, 2000
<CAPTION>
Total
Date Shares Price perPurchased bOffered Purchased Held
Security PurchasedPurchasedShare Fund Group (000) By Group Broker(s) 05/31/00
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Corning, Inc. 01/25/00 1,397,600$151.38 1,631,600 13,000 12.55% J.P. Morgan 1,653,000
AT & T Wireless 04/26/00 11,717,60$29.50 42,949,900 306,000 14.04% Merrill Lynch 18,125,50
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* Unless otherwise indicated, the securities were part of an issue registered
under the Securities Act of 1933 and offered to the public.
**Indicates the puchase of an Eligible Rule 144A Security.
1) Purchases by all Alliance Funds, including the Fund, may not exceed: (a) if
purchased in an offering other than an Eligible Rule 144A Offering, 25% of the
principal amount of the offering of such class; or (b) if purchased in an
Eligible Rule 144A Offering, 25% of the total of (i) the principal amount
of the offering of such class sold by underwriters or members of the
selling syndicate to qualified institutional buyers, plus (ii) the principal
amount of the offering of such class in any concurrent public offering.
