ALLIANCE UTILITY INCOME FUND INC
N-30D, 1995-02-01
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LETTER TO SHAREHOLDERS                             Alliance Utility Income Fund
- -------------------------------------------------------------------------------

January 16, 1995

Dear Shareholder:
For the twelve months ended November 30, 1994, Alliance Utility Income Fund 
returned -4.86% (Class A), -5.59% (Class B) and -5.58% (Class C), based on 
the net asset value. Over the same period, the Dow Jones 15 Utilities Index 
declined 20.90%, the Standard & Poor's 40 Utilities Index declined 13.00%, 
and the Morgan Stanley Capital International Utilities Index declined 10.3%.  
These are all unmanaged benchmark indexes for your Fund.  Additional 
investment results for your Fund appear on page 2.

MARKET ENVIRONMENT
The weak performance of utilities stocks over the past 18 months reflects a 
combination of cyclical economic recovery, attendant rising interest rates, 
and continuing evidence of secular competitive pressures arising from 
increased deregulation.  This was reinforced last August when the staff of 
the New York Public Service Commission proposed that rates of the state's 
largest utilities, Consolidated Edison and Niagara Mohawk, be reduced 
significantly.

We expect that a number of state commissions and/or legislatures will 
authorize increased competition for utilities in their states or will 
continue serious investigations regarding industry restructuring in 1995.  On 
a national level, the Republican majority in Congress could accelerate the 
deregulation of the electric utility industry.  The GOP has typically 
championed increased competition in a variety of industries.  The GOP's 
ascendance could speed the introduction of companion legislation to the Nation
al Energy Policy of 1992 that would allow interstate competition at the 
retail level in the utility industry.

Against this backdrop, we intend to employ a two-pronged strategy in the 
Fund.  First, we have established core positions in U.S. electric utilities 
with low production costs, a competitive dividend yield and good dividend 
growth potential.  Examples include DPL Inc., Duke Power Co., NIPSCO 
Industries and PacifiCorp.  Utilities with these attributes should fare well 
over the longer term in a more competitive utility industry.  Second, the 
Fund is made up of a number of utility stocks that have high dividend yields 
in relation to their risks.  For example, American Electric Power Company, 
Oklahoma Gas & Electric and Puget Sound Power & Light each have dividend 
yields in excess of 7%, generate strong cash flow and are low-cost producers 
of power.  In another area of opportunity, we have recently added to the 
Fund's telecommunications exposure with purchases of Sprint, Bellsouth, GTE, 
and U.S. West.  

Although we believe that there are a number of relatively dynamic growth 
opportunities among the foreign utilities, we presently have only a modest 
offshore exposure with 14.9% of the Fund invested outside of the United 
States as of January 16.  Moreover, this foreign exposure is broadly spread 
with 0.9% in Canada, 1.3% in New Zealand, 2.7% in Europe, 2.9% in Mexico, 
3.4% in Asia and 3.7% in Latin America.

We appreciate your investment in Alliance Utility Income Fund and look 
forward to reporting its progress to you later in the year.

Sincerely,

(Signature)

John D. Carifa
Chairman and President

<PAGE>


INVESTMENT RESULTS                                 Alliance Utility Income Fund
- -------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN AS OF NOVEMBER 30, 1994

CLASS A SHARES
                              WITHOUT           WITH 
                              SALES CHARGE    SALES CHARGE
* One Year                 -4.86%                -8.90%
* Since Inception*         -5.03                 -8.62


CLASS B SHARES
                              WITHOUT           WITH 
                              SALES CHARGE    SALES CHARGE
* One Year                 -5.59%                -9.21%
* Since Inception*         -5.77                 -8.19


CLASS C SHARES
* One Year                 -5.58%
* Since Inception*         -5.68

The average annual total returns reflect investment of dividends and/or 
capital gains distributions in additional shares--with and without the effect 
of the 4.25% maximum sales charge (Class A) or 4% contingent deferred sales 
charge (Class B); Class C shares are not subject to front-end or contingent 
deferred sales charges.  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: 10/18/93. 

<PAGE>

                                                   Alliance Utility Income Fund
- -------------------------------------------------------------------------------

ALLIANCE UTILITY INCOME FUND 
$10,000 INVESTMENT OVER LIFE OF FUND:
10/31/93 TO 11/30/94

(Mountain chart)

Utility                       S&P 40
Income Fund    S&P 500     Utilities Index
10000          10000          10000
 9810          10003           9480
 9510           9650           8700
 8760           9700           8700
 8890          10170           8750
 9060           9970           8610

      This chart illustrates the total value of an assumed investment in 
Alliance Utility Income Fund Class A shares  (since inception) after 
deducting the maximum 4.25% sales charge, and with dividends and capital 
gains reinvested.  Performance for Class B and Class C 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 rep
resentative of future gain or loss in capital value or dividend income.
      The Standard and Poor's 500-stock index is an unmanaged index that 
includes 500 U.S. stocks.  It is a common measure of the performance of the 
U.S. stock market.
      The S&P 40 Utilities Index is an unmanaged index comprised of 40 
utility stocks followed by Standard & Poor.
      When comparing Alliance Utility Income Fund to the two indexes shown 
above, you should note that the Fund's performance reflects the maximum sales 
charge of 4.25% while no such charges are reflected in the performance of the 
indexes.


<PAGE>


TEN LARGEST HOLDINGS
NOVEMBER 30, 1994                                  Alliance Utility Income Fund
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

    COMPANY                                                COUNTRY            VALUE        PERCENT OF NET ASSETS
<S>                                                     <C>                      <C>                  <C> 
 
    PECO Energy Co. (common & pfd. stock)               United States            $  219,875           3.6%
    Texas Utilities Co.                                 United States               185,962            3.1%
    Telefonos de Mexico S.A.                                Mexico                  174,900            2.9%
    Duke Power Co.                                      United States               167,075            2.7%
    Oklahoma Gas & Electric Co.                         United States               124,925            2.1%
    Cinergy Corp.                                       United States               124,600            2.1%
    Northeast Utilities                                 United States               123,975            2.0%
    FPL Group, Inc.                                     United States               120,275            2.0%
    Public Service Enterprise Group, Inc.               United States               119,813            2.0%
    Enron Corp. Capital LLC (common & pfd. stock)      United States                118,275            1.9%
                                                                                 $1,479,675           24.4% 

</TABLE>


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED NOVEMBER 30, 1994
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                  SHARES
    PURCHASES                                              COUNTRY              BOUGHT      HOLDINGS 11/30/94
<S>                                                     <C>                         <C>                  <C>
    Telefonos de Mexico S.A.                                Mexico                  2,300                3,300 
    Enron Corp. Capital LLC                             United States               3,900                3,900 
    Baltimore Gas & Electric                            United States               5,000                5,000 
    PECO Energy Co. Pfd.                                United States               4,400                4,400 
    American Electric Power                             United States               3,100                3,100 
    CMS Energy Corp.                                    United States               4,300                4,300 
    Louisville Gas & Electric Energy Corp.              United States               2,500                2,500 
    Public Service Co. of New Mexico                    United States               7,000                7,000 
    Duke Power Co.                                      United States               2,000                4,100 
    Transportadora Gas SUR (ADR)                          Argentina                 5,000                5,000 

    SALES                                                  COUNTRY               SOLD        HOLDINGS 11/30/94
    Long Island Lighting Co.                            United States               5,100                -0-
    Utilicorp                                           United States               1,900                -0-
    British Telecommunications (ADR)                    United Kingdom              1,000                -0-
    Long Island Lighting Co. Pfd.                       United States               1,800                -0-
    Niagra Mohawk Power                                 United States               6,000                -0-
    Enterra Corp.                                       United States               500                  -0-
    Consolidated Electric Power Asia                    United States               500                  -0-
</TABLE>

<PAGE>


PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1994                                  Alliance Utility Income Fund
- -------------------------------------------------------------------------------




COMPANY                              SHARES          VALUE
- ----------------------------------------------------------

COMMON & PREFERRED STOCKS-83.7%
UNITED STATES INVESTMENTS-68.8%
COMMON STOCKS-64.3%
PUBLIC UTILITIES-60.5%
ELECTRIC-53.5%
American Electric Power .......        3,100   $  102,300
Baltimore Gas & Electric ......        5,000      112,500
CMS Energy Corp ...............        4,300       95,675
Delmarva Power & Light Co .....        6,300      116,550
Dominion Resources, Inc.
 of Virginia ..................        3,000      111,375
DPL, Inc ......................        5,600      114,100
Duke Power Co .................        4,100      167,075
Entergy Corp ..................        3,558       80,055
FPL Group, Inc ................        3,400      120,275
Hawaiian Electric Inds., Inc ..        3,600      114,300
IES Industries, Inc ...........        4,500      117,563
Louisville Gas & Electric
 Energy Corp ..................        2,500       94,063
Nevada Power Co ...............        5,600      111,300
New York State Electric &
 Gas Corp .....................        4,700       87,538
NIPSCO Industries, Inc ........        2,800       81,900
Northeast Utilities ...........        5,800      123,975
Oklahoma Gas &
 Electric Co ..................        3,800      124,925
PacifiCorp ....................        4,100       75,850
PECO Energy Co ................        4,600      110,975
Portland General Corp .........        3,200       60,800
Public Service Co. of
 Colorado .....................        4,100      116,850
Public Service Co. of New
 Mexico* ......................        7,000       86,625
Public Service Enterprise
Group, Inc ....................        4,500      119,813
Puget Sound Power &
 Light Co .....................        3,100       63,550
Rochester Gas &
 Electric Corp ................        4,900      102,287
San Diego Gas &
 Electric Co ..................        5,800      114,550

SCEcorp .......................        2,900   $   40,600
Southern Co ...................        5,400      112,050
Texas Utilities Co ............        5,700      185,962
Western Resources, Inc ........        3,800      106,875
Wisconsin Energy Corp .........        3,000       78,000
                                                3,250,256
GAS-1.7%
Enron Corp. Capital LLC .......        3,900      105,300
TELEPHONE-5.3%
BCE, Inc ......................        1,500       50,063
GTE Corp ......................        1,200       36,750
MCI Communications Corp .......        4,800       93,600
Pacific Telesis Group .........        3,800      110,200
Philippine Long Distance
 Telephone Co .................          600       30,750
                                                  321,363
                                                3,676,919
ENERGY-1.7%
OIL SERVICE-1.7%
Western Atlas, Inc.* ..........        2,400      104,700
MULTI-INDUSTRY-2.1%
Cinergy Corp ..................        5,600      124,600
Total Common Stocks
 (cost $4,200,060) ............                 3,906,219
PREFERRED STOCKS-4.5%
Arizona Public Service Co.,
 pfd. callable at
 7.25%, 12/01/98 ..............          600       12,225
Consumers Power Co. Cl.A.
 pfd ..........................        3,300       75,900
Enron Corp. Capital LLC
 cum. pfd. callable at
 8.00%, 11/30/98 ..............          600       12,975
Mississippi Power & Light Co.,
 pfd. callable at
 8.36%, 10/01/97 ..............          500       46,875
Montana Power Co.,
 pfd. callable at
 6.875%, 11/01/13 .............          200       16,000


<PAGE>

PORTFOLIO OF INVESTMENTS (continued)               Alliance Utility Income Fund
- -------------------------------------------------------------------------------
                                       
Company                                Shares       Value
- ---------------------------------------------------------
PECO Energy Co.
cum. pfd. Series A. callable at
9.00% ..........................       4,400   $ 108,900
Total Preferred Stocks
(cost $291,275) ................                 272,875
Total United States Investments
(cost $4,491,335) ..............               4,179,094

FOREIGN INVESTMENTS-14.9%
ARGENTINA-1.3%
Central Costanera S.A.
(ADS)(a) .......................         100       3,125
  Electric & gas utility
Central Puerto S.A.
(ADS)(a) .......................         300       8,775
  Electric & gas utility
Telefonica de Argentina S.A.
(ADR) ..........................         200      11,125
  Telephone utility
Transportadora Gas SUR
(ADR)(a) .......................       5,000      55,625
  Multi-industry company
                                                  78,650
BOLIVIA-0.6%
Compania Boliviana De
Energia Electrica S.A.
(ADR) ..........................       1,600      36,800
  Electric & gas utility
Brazil-0.8%
Companhia Energetica de Sao
Paolo (ADR)*(a) ................       1,500      23,250
  Electric & gas utility
Telecomunicacoes Brasileiras
S.A. (ADR) .....................         511      24,400
  Telephone utility
                                                  47,650
CANADA-0.9%
Renaissance Energy Ltd .........       2,500      53,153
  Domestic producers

CHILE-1.0%
Enersis S.A. (ADS) .............       2,000   $  59,750
  Electric & gas utility
Denmark-1.3%
TeleDanmark (ADR)* .............       3,000      77,625
  Telephone utility
HONG KONG-0.8%
China Light & Power Co .........       4,500      19,375
Electric & gas utility
Consolidated Electric
Power Asia* ....................      14,000      30,321
  Electric & gas utility
                                                  49,696
INDONESIA-0.3%
Indonesia Satellite Corp.
(ADR) ..........................         490      18,620
  Computer peripherals
MALAYSIA-0.7%
Tenaga Nasional Berhad .........      10,000      43,044
  Electric & gas utility
MEXICO-2.9%
Telefonos de Mexico S.A.
Cl.L (ADS) .....................       3,300     174,900
  Telephone utility
New Zealand-1.3%
Telecom Corp. of New
Zealand, Ltd. (ADS) ............       1,500      81,187
  Communication equipment
PHILIPPINES-0.9%
International Container Terminal
Services, Inc ..................       4,500       3,632
Multi-Industry company
Manila Electric Co., U.B .......       4,000      54,088
  Electric & gas utility
                                                  57,720
SPAIN-1.4%
Empresa Nacional De
Electric S.A. (ADS) ............         900      40,725
  Electrical equipment

<PAGE>

                                                   Alliance Utility Income Fund
- -------------------------------------------------------------------------------

                                       SHARES OR
                                       PRINCIPAL
                                       AMOUNT
COMPANY                                (000)            VALUE
- ----------------------------------------------------------------

Repsol S.A. (ADR) ..................         1,600   $    46,200
  Energy
                                                          86,925
THAILAND-0.7%
Advanced Information
Services Plc .......................         2,700        41,166
  Communication equipment
Total Foreign Investments
 (cost $885,778) ...................                     906,886
Total Common & Preferred Stocks
 (cost $5,377,113) .................                   5,085,980

CORPORATE BONDS-1.8%
CORPORATE-0.8%
General Media Senior
Secured Notes
 10.625%, 12/31/00 .................   $        50        47,000
ELECTRIC & GAS-1.0%
Korean Electric Power Note
 6.375%, 12/01/03 (b) ..............            20        16,893


                                         PRINCIPAL
                                         AMOUNT
COMPANY                                  (000)            VALUE
- ----------------------------------------------------------------
Midland Cogeneration Vent
Senior Secured Lease
Obligation
 10.33%, 7/23/02 ...................   $        48   $    45,539
                                                          62,432
Total Corporate Bonds
 (cost $118,227) ...................                     109,432

SHORT-TERM INVESTMENTS-18.8%
U.S. GOVERNMENT
OBLIGATIONS-18.8%
Federal National Mortgage
Association
 5.35%, 12/02/94 ...................           400       399,941
 5.38%, 12/01/94 ...................           740       740,000
Total Short-Term Investments
 (amortized cost $1,139,941) .......                   1,139,941

TOTAL INVESTMENTS-104.3%
 (cost $6,635,281) .................                   6,335,353
Other assets less liabilities-(4.3)%                    (263,495)

NET ASSETS-100% ....................                 $ 6,071,858


*   Non-income producing security.
(a) Securities are exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At November 30, 1994
these securities amounted to $90,775 or 1.5% of net assets.
(b)  Foreign corporate bond.
     Glossary of terms:
     ADR - American Depository Receipt
     ADS - American Depository Security
     See notes to financial statements.

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994                                  Alliance Utility Income Fund
- -------------------------------------------------------------------------------

<TABLE>
<S>                                                                                      <C>
ASSETS
      Investments in securities, at value (cost $6,635,281) ..............               $ 6,335,353
      Cash ...............................................................                    60,786
      Receivable for capital stock sold ..................................                   218,779
      Deferred organization expenses .....................................                   200,322
      Receivable from Adviser ............................................                   174,098
      Dividends and interest receivable ..................................                    29,486
      Total assets .......................................................                 7,018,824
LIABILITIES
      Payable for investment securities purchased ........................                   672,643
      Payable for capital stock redeemed .................................                    68,182
      Advisory fee payable ...............................................                     7,870
      Distribution fee payable ...........................................                     4,051
      Unclaimed dividends ................................................                       349
      Accrued expenses ...................................................                   193,871
      Total liabilities ..................................................                   946,966
NET ASSETS ...............................................................               $ 6,071,858
COMPOSITION OF NET ASSETS
      Capital stock, at par ..............................................               $       677

      Additional paid-in capital .........................................                 6,472,199
      Accumulated net realized loss on investments and
       foreign currency denominated assets and liabilities ...............                  (101,090)
      Net unrealized depreciation of investments .........................                  (299,928)
                                                                                         $ 6,071,858
CALCULATION OF MAXIMUM OFFERING PRICE
      CLASS A SHARES
      Net asset value and redemption price per share
       ($1,068,230/119,035 shares of capital stock issued and outstanding)               $      8.97
      Sales charge-4.25% of public offering price ........................                       .40
      Maximum offering price .............................................               $      9.37
      CLASS B SHARES
      Net asset value and offering price per share
       ($2,352,470/262,427 shares of capital stock issued and outstanding)               $      8.96
      CLASS C SHARES
      Net asset value, redemption and offering price per share
       ($2,651,158/295,601 shares of capital stock issued and outstanding)               $      8.97
</TABLE>



See notes to financial statements.

<PAGE>

STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1994                       Alliance Utility Income Fund
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                <C>            <C>
INVESTMENT INCOME
      Dividends (net of foreign taxes withheld of $399) ......................     $ 184,310
      Interest ...............................................................        22,171      $ 206,481
EXPENSES
      Advisory fee ...........................................................        27,038
      Distribution fee-Class A ...............................................         2,506
      Distribution fee-Class B ...............................................        16,549
      Distribution fee-Class C ...............................................        11,147
      Administrative .........................................................       144,829
      Audit and legal ........................................................        69,982
      Amortization of organization expenses ..................................        51,600
      Printing ...............................................................        44,332
      Registration ...........................................................        39,338
      Custodian ..............................................................        28,366
      Directors' fees ........................................................        23,566
      Transfer agency ........................................................        15,396
      Miscellaneous ..........................................................        39,252
      Total expenses .........................................................       513,901
      Less: expenses waived and assumed by advisor (see Note B) ..............      (440,440)
      Net expenses ...........................................................                       73,461
      Net investment income ..................................................                      133,020
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS
      Net realized loss on investments .......................................                     (100,190)
      Net realized loss on foreign currency denominated assets and liabilities                       (2,759)
      Net change in unrealized depreciation of investments
       and foreign currency denominated assets and liabilities ...............                     (299,065)
      Net loss on investments ................................................                     (402,014)
NET DECREASE IN NET ASSETS FROM OPERATIONS ...................................                    $(268,994)
</TABLE>



STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                            YEAR ENDED       OCTOBER 18, 1993* 
                                                                                              NOVEMBER 30,           TO
                                                                                               1994          NOVEMBER 30, 1993
<S>                                                                                           <C>               <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
      Net investment income ..........................................                         $133,020         $    910
      Net realized loss on investments and foreign currency transactions                       (102,949)            (900)
      Net change in unrealized depreciation of investments
        and foreign currency denominated assets and liabilities.......                         (299,065)            (863)
      Net decrease in net assets from operations .....................                         (268,994)            (853)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
      Net investment income 
        Class A ......................................................                          (39,724)             -0-
        Class B ......................................................                          (65,322)             -0-
        Class C ......................................................                          (42,339)             -0-
CAPITAL STOCK TRANSACTIONS
      Net increase ...................................................                        5,996,770            392,320 
      Total increase .................................................                        5,580,391            391,467 
NET ASSETS
      Beginning of year ..............................................                          491,467            100,000 
      End of year ....................................................                       $6,071,858           $491,467
</TABLE>

* Commencement of operations.
  See notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994                                  Alliance Utility Income Fund
- -------------------------------------------------------------------------------

NOTE A:  SIGNIFICANT ACCOUNTING POLICIES
Alliance Utility Income Fund, Inc. (the "Fund") organized as a Maryland 
corporation on July 28, 1993, is registered under the Investment Company Act 
of 1940 as a diversified, open-end management investment company.  The Fund 
had no operations other than the sale to Alliance Capital Management L.P. 
(the "Adviser") of 10,000 shares of Class A shares for $100,000 on September 
13, 1993. Class A and B shares commenced operations on October  18, 1993 and 
Class C shares distribution commenced on October 27, 1993.  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 4.00% to zero depending 
on the period of time the shares are held.  Class B shares will automatically 
convert to Class A shares eight years after the end of the calendar month of 
purchase.  Class C shares are sold without an initial or contingent deferred 
sales charge.  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 
the significant accounting policies followed by the Fund.

1.  SECURITY VALUATION
Portfolio securities traded on national securities exchanges are valued at 
the last reported sales price, or, if no sale occurred, at the last bid price 
quoted at the regular close of the New York Stock Exchange.  Over-the-counter 
securities not traded on national securities exchanges are valued at the mean 
of the closing bid and asked price.  Securities which mature in 60 days or 
less 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 $258,000 have been deferred and are 
being amortized on a straight-line basis through October, 1998.

3.  CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies and commitments 
under forward exchange currency contracts are translated into U.S. dollars at 
the mean of the quoted bid and asked price of such currencies against the 
U.S. dollar.  Purchases and sales of portfolio securities are translated at 
the rates of exchange prevailing when such securities were acquired or sold.  
Income and expenses are translated at rates of exchange prevailing when 
accrued.

Net foreign exchange losses of $2,759 represents foreign exchange gains and 
losses from sales and maturities of securities, holdings of foreign 
currencies exchange gains and losses realized between the trade and 
settlement dates on security transactions, and the difference between the 
amounts of interest recorded on the Fund's books and the U.S. dollar 
equivalent amounts actually received or paid.  Net currency gains and losses 
from valuing foreign currency denominated assets and liabilities at period 
end exchange rates are reflected as a component of unrealized depreciation of 
investments and foreign currency denominated assets and liabilities.

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 applicable, to 
shareholders.  Therefore, no provisions for federal income or excise taxes 
are required.

5.  INVESTMENT INCOME AND SECURITY TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is 
accrued daily.  Security transactions are accounted for on the date 
securities are purchased or sold. Security gains and losses are determined on 
the identified cost basis.  The Fund accretes discounts as adjustments to 
interest income.

6.  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.

<PAGE>


                                                   Alliance Utility Income Fund
- -------------------------------------------------------------------------------

7.  CHANGES IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS
During the year ended November 30, 1994, the Fund adopted Statement of 
Position 93-2 Determination, Disclosure, and Financial Statement Presentation 
of Income, Capital Gain, and Return of Capital Distributions by Investment 
Companies.  Accordingly, permanent book and  tax basis differences relating 
to shareholder distributions have been reclassified to paid-in-capital.  As 
of November 30, 1994, the cumulative effect of such differences totaling 
$13,455 and $2,759 was reclassified from distributions in excess of net 
investment income and accumulated net realized loss on investments and 
foreign currency denominated assets and liabilities, respectively, to 
additional paid-in-capital.  Net investment income, net realized gains and 
net assets were not affected by this change.


NOTE B:  ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays its 
Adviser, Alliance Capital Management L.P., an advisory fee at an annual rate 
of .75 of 1% of the Fund's average daily net assets.  The 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 
fees and extraordinary expenses) exceed the limits prescribed by any state in 
which the Fund's shares are qualified for sale.  The Fund believes that the 
most restrictive expense limitation imposed by any state is 2.5% of the first 
$30 million of its average daily net assets, 2% 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 year ended 
November 30, 1994.  For the same period the Adviser voluntarily agreed to 
waive it's fees.  In addition, the Adviser agreed to reimburse the Fund for 
operating expenses.  Such fees and expenses amounted to $440,440.  Pursuant 
to the Advisory Agreement, the Adviser provides to the Fund certain legal and 
accounting services.  For the year ended November 30, 1994, the Adviser 
voluntarily agreed to waive its fees for such services.  The Fund compensates 
Alliance Fund Services, Inc. (a wholly-owned subsidiary of the Adviser) under 
a Services Agreement for providing personnel and facilities to perform transfe
r agency services for the Fund.  Such compensation amounted to $3,731.  
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 $661 from the sale of Class A shares and $3,887 in 
contingent deferred sales charges were imposed upon redemptions by 
shareholders of Class B shares for the year ended November 30, 1994.
Brokerage commissions paid on securities transactions for the year ended 

November 30, 1994, amounted to $11,345, 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 .30 of 1% of the Fund's average daily net assets  attributable  
to  the  Class A  shares and 1% of the average daily net assets attributable 
to both Class B and C shares.  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 $248,868 and 
$236,172 for Class B and C shares, respectively; such costs may be recovered 
from the Fund in future periods as long as the Agreement is in affect.  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.

<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)          Alliance Utility Income Fund
- -------------------------------------------------------------------------------

NOTE D:  INVESTMENT TRANSACTIONS
Purchases and sales of investment securities, (excluding short-term 
investments), aggregated $6,183,753 and $956,066, respectively, for the year 
ended November 30, 1994.  At November 30, 1994, the cost of securities for 
federal income tax purposes was the same as the cost for financial reporting 
purposes.  Accordingly, gross unrealized appreciation of investments was 
$123,701 and gross unrealized depreciation of investments was $423,629, 
resulting in net unrealized depreciation of $299,928.

The Fund may be able to use up to $101,090 of the Fund's capital loss 
carryforward to offset future realized gains which expire through 2002.

NOTE E:  CAPITAL STOCK
There are 9,000,000,000 shares of $.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
                                                      ----------------------------------         ----------------------------------
                                                      Year ended        October 18, 1993*        Year ended       October 18, 1993*
                                                      November 30,             to                  November 30,           to
                                                      1994              November 30, 1993             1994        November 30, 1993
<S>                                                        <C>                <C>                 <C>               <C>
CLASS A
  Shares sold.......................                       155,996            13,083              $1,525,830        $130,313
  Shares issued in reinvestment of dividends                 3,544              -0-                   32,263           -0-    
  Shares redeemed...................                       (63,588)             -0-                 (616,988)          -0-    
  Net increase......................                        95,952            13,083              $   941,105       $130,313

CLASS B
  Shares sold.......................                       325,292            24,593              $3,102,363        $243,406
  Shares issued in reinvestment of dividends                 5,345             -0-                    48,378            -0-
  Shares redeemed...................                       (92,803)              -0-                (854,700)           -0-
  Net increase......................                       237,834            24,593              $2,296,041        $243,406

                                                      Year ended        October 27, 1993**       Year ended      October 27, 1993**
                                                      November 30,           to                   November 30,         to
                                                      1994              November 30, 1993           1994         November 30, 1993
CLASS C
  Shares sold.......................                       333,565            1,883               $3,126,974        $18,601
  Shares issued in reinvestment of dividends                 2,937             -0-                    26,528           -0-
  Shares redeemed...................                       (42,784)            -0-                  (393,878)          -0-
  Net increase......................                       293,718            1,883               $2,759,624        $18,601
</TABLE>

*   Commencement of operations.
**  Commencement of distribution.

<PAGE>


FINANCIAL HIGHLIGHTS                               Alliance Utility Income Fund
- -------------------------------------------------------------------------------
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                   Class A                           Class B
                                                       -------------------------------     --------------------------------
                                                       Year ended     October 18, 1993*    Year ended     October 18, 1993*
                                                       November 30,          to            November 30,          to
                                                         1994         November 30, 1993        1994       November 30, 1993
<S>                                               <C>                 <C>                   <C>                 <C>      
Net asset value, beginning of period ....         $  9.92             $   10.00             $  9.91             $   10.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income ...................             .42**                 .02**               .37**                 .01**
Net realized and unrealized loss
  on investments ........................            (.89)                 (.10)               (.91)                 (.10)
Net decrease in net asset value
  from operations .......................            (.47)                 (.08)               (.54)                 (.09)

LESS: DISTRIBUTIONS
Dividends from net investment income ....            (.48)                 -0-                 (.41)                 -0-
Net asset value, end of period ..........         $  8.97             $    9.92             $  8.96             $    9.91

TOTAL RETURN
Total investment return based on
  net asset value(b) ....................           (4.86)%                (.80)%             (5.59)%                (.90)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted) .......................          $1,068              $    229              $2,353              $    244
Ratio to average net assets of:
  Expenses, net of waivers/reimbursements            1.50%                 1.50%(a)            2.20%                 2.20%(a)
  Expenses, before waivers/reimbursements           13.72%               145.63%(a)           14.42%               133.62%(a)
  Net investment income, net of
    waivers/reimbursements ..............            4.13%                 2.35%(a)            3.53%                 2.84%(a)
  Net investment income, before
    waivers/reimbursements ..............           (8.09)%             (141.77)%             (8.69)%             (128.58)%
Portfolio turnover rate .................              30%                   11%                 30%                   11%
</TABLE>


See footnote summary on page 14.

<PAGE>

FINANCIAL HIGHLIGHTS (continued)                   Alliance Utility Income Fund
- -------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                            Class C
                                                            -------------------------------------
                                                              Year ended         October 27, 1993*
                                                             November 30,                to 
                                                                1994             November 30, 1993
<S>                                                            <C>                    <C>   
Net asset value, beginning of period .................         $  9.92                $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................             .39**                 .01**
Net realized and unrealized loss
  on investments .....................................            (.93)                 (.09)
Net decrease in net asset value
  from operations ....................................            (.54)                 (.08)
LESS: DISTRIBUTIONS
Dividends from net investment income .................            (.41)                  -0-
Net asset value, end of period .......................         $  8.97                $ 9.92
TOTAL RETURN
Total investment return based on
  net asset value(b) .................................           (5.58)%                (.80)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted) ....................................          $2,651                   $18
Ratio to average net assets of:
  Expenses, net of waivers/reimbursements ............            2.20%                 2.20%(a)
  Expenses, before waivers/reimbursements ............           14.42%               148.03%(a)
  Net investment income, net of waivers/reimbursements            3.60%                 3.08%(a)
  Net investment income, before waivers/reimbursements           (8.62)%             (142.75)%
Portfolio turnover rate ..............................              30%                   11%
</TABLE>

*    Commencement of distributions.
**   Net of fee waived and expenses reimbursed by the Adviser.
(a)  Annualized.
(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 charges or 
contingent deferred sales charges are not reflected in the calculation of 
total investment return.  Total investment return calculated for period of 
less than one year is not annualized.

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS                  Alliance Utility Income Fund
- -------------------------------------------------------------------------------

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS 
of Alliance Utility Income 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 Utility 
Income Fund, Inc. (the "Fund") at November 30, 1994, the result of its 
operations for the year then ended and the changes in its net assets and the 
financial highlights for the year then ended and for the period October 18, 
1993 (commencement of operations) to November 30, 1993, 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, 1994 by correspondence with the custodian and brokers,  provide 
a reasonable basis for the opinion expressed above.



PRICE WATERHOUSE LLP
New York, New York
January 20, 1995

<PAGE>

                                                   Alliance Utility Income Fund
- -------------------------------------------------------------------------------

BOARD OF DIRECTORS

JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
ROBERT C. WHITE (1)

OFFICERS

ANDREW M. ARAN, SENIOR VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER

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

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

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

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

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



(1) Member of the Audit Committee.

<PAGE>

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<PAGE>

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<PAGE>

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<PAGE>

BULK RATE
U.S. POSTAGE
PAID
New York, NY.
Permit No. 8048

Alliance
Utility 
Income
Fund


Annual Report
November 30, 1994





(White Alliance Logo(R))
Mutual funds without the Mystery(SM)


Alliance Utility Income fund
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

(Alliance Capital Logo(R))
Mutual funds without the Mystery(SM)

This report is distributed solely to shareholders of the Fund 
and is not to be used as sales literature. 
(R) These registered service marks used under license from the owner, 
Alliance Capital Management L.P.
 
UIFAR



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