ALLIANCE UTILITY INCOME FUND INC
N-30D, 1995-08-02
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LETTER TO SHAREHOLDERS                             ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------
July 12, 1995


Dear Shareholder:

We are pleased to provide you with an update of Alliance Utility Income Fund's 
performance and investment activity during its fiscal semi-annual period ended 
May 31, 1995. The following table compares your Fund's total returns over the 
six months with that of the overall U.S. stock market, represented by the 
unmanaged S&P 500-stock Index, and with the New York Stock Exchange (NYSE) 
Utility Index, also unmanaged, which is composed of all utility issues traded 
on the Exchange.

                                      Six Months Ended May 31, 1995
                                    Total Return         Ending NAV
                                    ------------         ----------
  ALLIANCE UTILITY INCOME FUND
    Class A                             +9.71%              $9.61
    Class B                             +9.31%              $9.60
    Class C                             +9.41%              $9.61
  S&P 500                                                  +19.23%
  NYSE UTILITY INDEX                   +10.96%

The Fund's total returns are based on the net asset values of each class of 
shares as of May 31; additional investment results appear on page 4.

In the past, we have compared your Fund's performance with benchmark utility 
indices including the Dow Jones Utility Index, the Standard and Poor's (S&P) 
Utility Index, and the Morgan Stanley Capital International (MSCI) Utility 
Index (investment results shown nearby). Going forward, however, given the 
Fund's current portfolio structure and expected future asset allocation, we 
have concluded that the NYSE Utility Index would be a more appropriate 
benchmark for your Fund. Therefore, from now on, your Fund's performance will 
be compared with the S&P 500 and the NYSE Utility Index.

                    Six Months Ended May 31, 1995
                                     Total Return
                                     ------------
  DOW JONES UTILITY INDEX              +18.85%
  S&P UTILITY INDEX                    +14.99%
  MSCI UTILITY INDEX                   +10.10%


MARKET OVERVIEW
The general underperformance of utility stocks versus the S&P 500 over the past 
six months reflects continued investor uncertainty regarding the pace of 
deregulation within both the electric and telecommunications industries. We 
believe this relative underperformance presents investors with the opportunity 
to purchase utilities at attractive valuations. In addition, we believe 
regulatory risk of asset write-downs has lessened, reducing the level of 
downside exposure.

On March 29, 1995, the Federal Energy Regulatory Commission (FERC) issued its 
Mega Notice of Proposed Rulemaking (NOPR). Essentially, the Mega NOPR advocates 
a slower approach to competition in the retail markets, which includes 
industrial, commercial and residential customers. The Mega NOPR also set 
guidelines for stranded asset recovery, suggesting that utilities can recover 
all stranded assets within the wholesale market that are considered '. . . 
prudent, verifiable and legitimate.' In addition, the FERC requires that if 
wholesale customers, which includes municipalities, co-ops, and other 
utilities, leave their current utility provider they would have to pay these 
stranded costs. Stranded assets are defined as the utility's lost revenues from 
customers who leave the system, less revenues received for redistributing the 
power. As a result, the Mega NOPR proposal is a significant positive for 
utility stock investors because it reduces the risk of asset write-offs and 
makes it prohibitive for wholesale customers to leave their current electric 
provider.

1


                                                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------
Another major event occurred on May 25, 1995, when the California Public 
Utility Commission (CPUC) passed a proposal advocating a 'Poolco' approach to 
opening the California electric power market to competition. The Poolco 
proposal advocates a centrally organized entity that controls and manages the 
transmission of power and determines which generators can dispatch power into 
the power pool. In addition, the Poolco approach requires a two- to three-year 
development period before allowing competition into the retail electricity 
market. More importantly, the CPUC supported the FERC's position that stranded 
assets will be recoverable. The combination of the FERC's Mega NOPR and the 
CPUC proposal has provided the entire industry with a boost of confidence that 
competition is not imminent. Since many industry regulators and legislators 
have considered California the strongest proponent of utility de-regulation, 
the CPUC proposal may also encourage other states to follow California's lead 
and delay retail competition.

Both of these major events helped reduce earnings and dividend risk associated 
with a competitive electricity market. As a result, the near term outlook for 
earnings, cash flow and dividends has improved for many electric utilities.

STRATEGIC OUTLOOK
We continue to believe that as industrial and commercial customer lobby groups 
become more organized they will force de-regulation upon the electric 
utilities. We also expect numerous state legislatures and commissions to 
continue debating proposals for de-regulation, which will cause continued 
uncertainty with regards to the timing and magnitude of de-regulation. Given 
this market environment, we believe that stock selection will be critical and 
are therefore focused on companies that are making the greatest strides toward 
becoming successful players in a competitive market place.

With attractive valuations and an improving regulatory environment with regard 
to the risk of asset write-downs, we believe electric utilities could be poised 
to outperform the bond market in 1995, and potentially the S&P 500.

We continue to focus on attractively priced domestic electric utilities which 
have the following characteristics: 

* Favorable regulatory environment
* Low-cost electric provider
* Low risk to market share loss
* Strong management
* Minimal risk to asset write-downs/stranded costs

A few of our favorite electric utilities include Portland General, FPL Group, 
Houston Industries, DPL, Baltimore Gas and Electric and Oklahoma Gas & Electric.

Another attractive area which we believe offers increasing investment 
opportunities is telecommunications. We have recently increased the Fund's 
exposure to the telecommunications area due to improving fundamentals and 
increased earnings visibility. In addition, the broad telecommunications market 
has lagged the S&P 500 for the better part of the past 18 months, significantly 
improving valuations. We believe that Fund holdings such as AT&T, AirTouch, 
Nynex, U.S. Cellular, U.S. West and Telephone & Data Systems are poised to 
outperform the market.

Although we continue to believe foreign utilities offer solid investment 
opportunities along with diversification benefits, we are currently being very 
selective. At the time of writing, only 12% of the Fund's total net assets were 
invested in international utilities. Foreign exposure is spread broadly with no 
more than 2.6% in any one country and no more than 1.4% in any single 
international position. Our favorite names continue to be Cable & Wireless, 
Repsol, Korea Electric Power Corp., Central Constanera and Compania Boliviana 
De Energia Electrica.

On a note concerning your Fund's portfolio management, we are pleased to 
announce that Alliance Utility Income Fund is now being managed by Alan Levi 
and Greg Allison. Mr. Levi is a senior vice president of Alliance and is the 
firm's Director of Equity Research. He joined Alliance in 1973, and received 
his B.A. degree from John Hopkins University and an M.B.A. from the University 
of Chicago. Mr. Allison joined Alliance in 

2


                                                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------
January of this year as an industry analyst covering the electric utility, gas, 
oil service and railroad sectors. Prior to joining Alliance, he was an industry 
analyst responsible for telecommunications research at Gabelli & Co. in Rye, 
New York. Mr. Allison received an M.B.A. from Columbia Business School.

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

Sincerely,

John D. Carifa
Chairman and President

Alan E. Levi
Portfolio Manager

Gregory G. Allison
Portfolio Manager

3


INVESTMENT RESULTS                                 ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN AS OF MAY 31, 1995

CLASS A SHARES
                                       WITHOUT               WITH
                                    SALES CHARGE        SALES CHARGE
                                    ------------        ------------
 . One Year                              +9.65%              +4.99%
 . Since Inception*                      +2.31               -0.37

CLASS B SHARES
                                       WITHOUT               WITH
                                    SALES CHARGE        SALES CHARGE
                                    ------------        ------------
 . One Year                              +8.80%              +4.80%
 . Since Inception*                      +1.53               -0.24

CLASS C SHARES
 . One Year                              +8.91%
 . Since Inception*                      +1.60

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 front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4); 
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.

4


TEN LARGEST HOLDINGS
MAY 31, 1995 (UNAUDITED)                           ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

COMPANY                            COUNTRY         VALUE  PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
NIPSCO Industries, Inc.         United States    $345,000          3.0%
FPL Group, Inc.                 United States     341,475          2.9
DPL, Inc.                       United States     338,800          2.9
Portland General Corp.          United States     329,875          2.8
AirTouch Communications, Inc.   United States     307,925          2.7
GTE Corp.                       United States     300,375          2.6
Motorola, Inc.                  United States     299,375          2.6
Baltimore Gas & Electric Co.    United States     293,800          2.5
Southern Co.                    United States     287,625          2.5
Duke Power Co.                  United States     279,725          2.4
                                               $3,123,975         26.9%


MAJOR PORTFOLIO CHANGES
SIX MONTHS ENDED MAY 31, 1995 (UNAUDITED)
- -------------------------------------------------------------------------------
                                                       SHARES 
- -------------------------------------------------------------------------------
PURCHASES                              COUNTRY         BOUGHT  HOLDINGS 5/31/95
AirTouch Communications, Inc.          United States   11,300      11,300
AT & T Corp.                           United States    5,400       5,400
DPL, Inc.                              United States    9,800      15,400
GTE Corp.                              United States    7,800       9,000
Motorola, Inc.                         United States    5,000       5,000
Pacific Gas & Electric Co.             United States    8,400       8,400
Portland General Corp.                 United States   11,300      14,500
Teco Energy, Inc.                      United States   12,700      12,700
Telephone & Data Systems, Inc.         United States    5,500       5,500
U.S. West, Inc.                        United States    5,800       5,800
   
SALES                                                   SOLD   HOLDINGS 5/31/95
Cinergy Corp.                          United States    5,600          -0-
Delmarva Power & Light Co.             United States    6,300          -0-
Dominion Resources, Inc. of Virginia   United States    3,000          -0-
IES Industries, Inc.                   United States    4,500          -0-
Nevada Power Co.                       United States    5,600          -0-
New York State Electric & Gas Corp.    United States    4,700          -0-
Northeast Utilities                    United States    5,800          -0-
Pacific Telesis Group                  United States    3,800          -0-
Telefonos de Mexico S.A. Cl.L (ADS)    Mexico           3,300          -0-
Texas Utilities Co.                    United States    5,700          -0-


5


PORTFOLIO OF INVESTMENTS
MAY 31, 1995 (UNAUDITED)                           ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES         VALUE
- -----------------------------------------------------------------------------
COMMON STOCKS & OTHER INVESTMENTS-93.8%
UNITED STATES INVESTMENTS-80.3%
PUBLIC UTILITIES-76.8%
ELECTRIC-52.8%
American Electric Power, Inc.                          8,100       $277,425
Baltimore Gas & Electric Co.                          11,300        293,800
CMS Energy Corp.                                      10,300        248,487
DPL, Inc.                                             15,400        338,800
Duke Power Co.                                         6,700        279,725
FPL Group, Inc.                                        8,700        341,475
General Public Utilities Corp.                         3,700        111,000
Hawaiian Electric Inds., Inc.                          5,100        182,325
Louisiana Gas & Electric Energy Corp.                  7,000        278,250
NIPSCO Industries, Inc.                               10,000        345,000
Northern States Power Co. of Montana                   3,700        175,288
Oklahoma Gas & Electric Co.                            4,700        165,675
Pacific Gas & Electric Co.                             8,400        243,600
PacifiCorp                                            10,700        211,325
Peco Energy Capital LP                                 4,400        114,950
Peco Energy Co.                                        6,300        177,188
Pinnacle West Cap Corp.                               11,400        262,200
Portland General Corp.                                14,500        329,875
Public Service Co. of Colorado                         8,460        277,065
Public Service Company of New Mexico*                 14,000        199,500
Public Service Enterprise Group, Inc.                    700         20,825
San Diego Gas & Electric Co.                           4,800        108,600
SCEcorp                                               10,700        185,912
Southern Co.                                          13,000        287,625
Teco Energy, Inc.                                     12,700        279,400
Unicom Corp.                                           8,800        239,800
Western Resources, Inc.                                4,800        151,200
                                                                  6,126,315

GAS-3.4%
Enron Corp.                                            3,900        142,350
Enron Global Power Pipelines                           9,200        227,700
Louisiana Land & Exploration Co.                         500         19,375
                                                                    389,425

TELEPHONE-20.6%
AirTouch Communications, Inc.*                        11,300        307,925
AT & T Corp.                                           5,400        274,050
Bellsouth Corp.                                        3,500        214,812
GTE Corp.                                              9,000        300,375
Intelcom Group, Inc.                                   4,100         36,388
LCI International, Inc.                                4,300        113,950
LDDS Communications Inc. Georgia                       4,400        115,500
MCI Communications Corp.                               9,400        190,350
MFS Communications, Inc.*                              3,700        109,150
Nynex Corp.                                            4,000        167,000
Sprint Corp.                                           3,300        110,550
Telephone & Data Systems, Inc.                         5,500        207,625
U.S. West, Inc.                                        5,800        239,250
                                                                  2,386,925
                                                                  8,902,665

TECHNOLOGY-2.6%
ELECTRONICS-2.6%
Motorola, Inc.                                         5,000        299,375

ENERGY-0.9%
OIL SERVICES-0.9%
Western Atlas, Inc.*                                   2,400        108,300
Total United States Investments
  (cost $8,701,358)                                               9,310,340

FOREIGN INVESTMENTS-13.5%
ARGENTINA-1.7%
Central Costanera S.A. (a)                             2,850         82,665
  Electric & gas utility
Metrogas                                               5,700         50,588
  Gas
Telecom Argentina Stet France (a)*                     1,300         64,187
  Telephone Utility
                                                                    197,440

BOLIVIA-1.0%
Compania Boliviana De Energia Electrica SA (ADR)       4,500        117,563
  Electric


6


                                                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

COMPANY                                               SHARES          VALUE
- ----------------------------------------------------------------------------
BRAZIL-0.9%
Companhia Energetica De Minas (a)                      4,650       $106,950
  Electric
CANADA-1.0%
Renaissance Energy, Ltd.*                              4,900        106,883
  Domestic Producers
CHILE-0.2%
Enersis S.A. (ADS)                                       875         25,266
  Electric & gas utility
DENMARK-0.9%
TeleDanmark (ADR)                                      3,800        108,300
  Telephone Utility
GERMANY-0.9%
Veba AG                                                  280        106,449
  Miscellaneous
HONG KONG-1.3%
China Light & Power Co.                               16,500         90,229
  Electric & gas utility
Consolidate Electric Power Asia (ADR) (a)              2,600         61,100
  Electric
                                                                    151,329
INDONESIA-0.9%
Indonesian Satellite Corp. (ADR)                       2,590        102,305
  Computer Peripherals
ITALY-0.9%
Stet Societa Finanziaria Tele                          3,600        103,754
  Telephone


                                                    SHARES OR
                                                    PRINCIPLE
                                                      AMOUNT
COMPANY                                                (000)         VALUE
- ----------------------------------------------------------------------------
KOREA-1.0%
Korea Electric Power Corp. (ADR)                       5,300    $   118,588
  Electric
SPAIN-1.3%
Repsol SA (ADS)                                        4,700        153,337
  Energy
UNITED KINGDOM-1.5%
Cable & Wireless Pub Ltd. Co.                          8,350        171,175
  Telephone
Total Foreign Investments
  (cost $1,403,174)                                               1,569,339
Total Common Stocks & Other Investments
  (cost $10,104,532)                                             10,879,679

SHORT TERM INVESTMENTS-5.2%
U.S. GOVERNMENT OBLIGATIONS-5.2%
Federal National 
Mortgage Assn.
  5.84%, 6/02/95                                       $ 200        199,968
  5.86%, 6/06/95                                         400        399,674
Total Short Term Investments
  (cost $599,642)                                                   599,642

TOTAL INVESTMENTS-99.0%
  (cost $10,704,174)                                             11,479,321
Other assets less liabilities-1.0%                                  114,730

NET ASSETS-100%                                                 $11,594,051


*    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 May 31, 1995 these 
securities amounted to $314,902 or 2.7% of net assets.

     Glossary of Terms:
     ADR - American Depository Receipt
     ADS - American Depository Security
     See notes to financial statements.

7


STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995 (UNAUDITED)                           ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

ASSETS
  Investments in securities, at value (cost $10,704,174)           $11,479,321
  Cash, at value (cost $19,682)                                         19,733
  Receivable for investment securities sold                            386,295
  Deferred organization expenses                                       191,589
  Receivable for capital stock sold                                    183,632
  Receivable from Adviser                                               64,786
  Dividends and interest receivable                                     42,848
  Other assets                                                             501
  Total assets                                                      12,368,705

LIABILITIES
  Payable for investment securities purchased                          503,468
  Advisory fee payable                                                  21,278
  Distribution fee payable                                               7,919
  Payable for capital stock redeemed                                     5,622
  Unclaimed dividends                                                      363
  Accrued expenses                                                     236,004
  Total liabilities                                                    774,654

NET ASSETS                                                         $11,594,051

COMPOSITION OF NET ASSETS
  Capital stock, at par                                            $     1,206
  Additional paid-in capital                                        11,219,264
  Distributions in excess of net investment income                     (60,322)
  Accumulated net realized loss on investments and foreign 
    currency denominated assets and liabilities                       (341,300)
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                        775,203
                                                                   $11,594,051

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($2,510,262 /
    261,131 shares of capital stock issued and outstanding)             $ 9.61
  Sales charge-4.25% of public offering price                              .43
  Maximum offering price                                                $10.04

  CLASS B SHARES
  Net asset value and offering price per share ($5,580,389 /
    581,087 shares of capital stock issued and outstanding)             $ 9.60

  CLASS C SHARES
  Net asset value, redemption and offering price per share ($3,503,400
    / 364,396 shares of capital stock issued and outstanding)           $ 9.61


See notes to financial statements.

8


STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1995 (UNAUDITED)          ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $1,792)    $202,572 
  Interest                                                 33,992     $236,564
    
EXPENSES
  Advisory fee                                             35,666 
  Distribution fee - Class A                                3,100 
  Distribution fee - Class B                               21,139 
  Distribution fee - Class C                               16,087 
  Administrative                                          112,989 
  Amortization of organization expenses                    23,011 
  Audit and legal                                          22,622 
  Transfer agency                                          22,505 
  Printing                                                 21,986 
  Custodian                                                19,616 
  Registration                                             19,391 
  Director's fees                                          10,803 
  Miscellaneous                                            16,055 
  Total expenses                                          344,970 
  Less: expenses waived and assumed by the Adviser 
    (See Note B)                                         (247,162) 
  Net expenses                                                          97,808
  Net investment income                                                138,756
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investments                                    (251,799)
  Net realized gain on foreign currency denominated 
    assets and liabilities                                              11,589
  Net change in unrealized depreciation of investments and
    foreign currency denominated assets and liabilities              1,075,131
  Net gain on investments                                              834,921
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $  973,677


See notes to financial statements.

9

STATEMENT OF CHANGES IN NET ASSETS                 ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

                                                  SIX MONTHS ENDED   YEAR ENDED
                                                      MAY 31, 1995     NOV. 30,
                                                       (UNAUDITED)      1994
                                                      ------------  -----------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                                  $138,756     $133,020
  Net realized loss on investments and 
    foreign currency transactions                        (240,210)    (102,949)
  Net change in unrealized depreciation 
    of investments and foreign currency denominated
    assets and liabilities                              1,075,131     (299,065)
  Net increase (decrease) in net assets from operations   973,677     (268,994)

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                               (43,734)     (39,724)
    Class B                                               (85,602)     (65,322)
    Class C                                               (69,742)     (42,339)

CAPITAL STOCK TRANSACTIONS
  Net increase                                          4,747,594    5,996,770
  Total increase                                        5,522,193    5,580,391

NET ASSETS
  Beginning of year                                     6,071,858      491,467
  End of period                                       $11,594,051   $6,071,858


See notes to financial statements.

10


NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995 (UNAUDITED)                           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 $11,589 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.

11


NOTES TO FINANCIAL STATEMENTS (CONTINUED)          ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

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 six months ended May 31, 1995. 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 $247,162. Pursuant to the Advisory Agreement, the Adviser 
provides to the Fund certain legal and accounting services. For the six months 
ended May 31, 1995, 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 transfer agency services for the Fund. Such 
compensation amounted to $7,653. 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 $1,435 from the 
sale of Class A shares and $7,262 in contingent deferred sales charges were 
imposed upon redemptions by shareholders of Class B shares for the six months 
ended May 31, 1995.

Brokerage commissions paid on securities transactions for the six months ended 
May 31, 1995, amounted to $38,252, 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 $382,626 and $276,364 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.

12


                                                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities, (excluding short-term 
investments), aggregated $10,866,739 and $5,333,108, respectively, for the six 
months ended May 31, 1995. At May 31, 1995, 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 $830,806 and 
gross unrealized depreciation of investments was $55,659, resulting in net 
unrealized appreciation of $775,147. 

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:

                                     SHARES                    AMOUNT
                            -------------------------  ------------------------
                             SIX MONTHS       YEAR     SIX MONTHS       YEAR 
                                 ENDED       ENDED        ENDED        ENDED
                            MAY 31, 1995     NOV.30,   MAY 31, 1995    NOV.30,
                             (UNAUDITED)       1994    (UNAUDITED)      1994
                             -----------  -----------  -----------  -----------
CLASS A
Shares sold                     237,026      155,996   $2,131,755   $1,525,830
Shares issued in
  reinvestment of dividends       3,088        3,544       27,432       32,263
Shares redeemed                 (98,018)     (63,588)    (903,408)    (616,988)
Net increase                    142,096       95,952   $1,255,779   $  941,105
     
CLASS B
Shares sold                     474,850      325,292   $4,288,240   $3,102,363 
Shares issued in
  reinvestment of dividends       6,138        5,345       54,578       48,378
Shares redeemed                (162,328)     (92,803)  (1,470,804)    (854,700)
Net increase                    318,660      237,834   $2,872,014   $2,296,041

CLASS C
Shares sold                      97,577      333,565   $  883,669   $3,126,974 
Shares issued in
  reinvestment of dividends       6,473        2,937       57,511       26,528 
Shares redeemed                 (35,255)     (42,784)    (321,379)    (393,878)
Net increase                     68,795      293,718   $  619,801   $2,759,624
     

13


FINANCIAL HIGHLIGHTS                               ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------
SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

                                                        CLASS A
                                         --------------------------------------
                                           SIX MONTHS             OCT. 18,1993*
                                             ENDED    YEAR ENDED       TO
                                         MAY 31, 1995   NOV. 30,    NOV. 30,
                                          (UNAUDITED)     1994        1993
                                          ------------  ---------  ------------
Net asset value, beginning of period         $8.97       $9.92      $10.00 
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .20**       .42**       .02**
Net realized and unrealized gain (loss)
  on investments                               .67        (.89)       (.10)
Net increase (decrease) in net asset value
  from operations                              .87        (.47)       (.08)
    
LESS: DISTRIBUTIONS
Dividends from net investment income          (.23)       (.48)         -0-
Net asset value, end of period               $9.61       $8.97      $ 9.92 
    
TOTAL RETURN
Total investment return based 
  on net asset value (b)                      9.71%      (4.86)%      (.80)%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $2,510      $1,068        $229 
Ratio to average net assets of:
  Expenses, net of waivers/reimbursements     1.50%(a)    1.50%       1.50%(a)
  Expenses, before waivers/reimbursements     6.70%(a)   13.72%     145.63%(a)
  Net investment income, net 
    of waivers/reimbursements                 3.42%(a)    4.13%       2.35%(a)
  Net investment income,
    before waivers/reimbursements            (1.78)%(a)  (8.09)%   (141.77)%(a)
Portfolio turnover rate                         63%         30%         11%


See footnote summary on page 16.

14


                                                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

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

                                                         CLASS B
                                         --------------------------------------
                                          SIX MONTHS               OCT.18,1993*
                                             ENDED     YEAR ENDED       TO
                                         MAY 31, 1995    NOV. 30,    NOV. 30,
                                          (UNAUDITED)     1994        1993
                                          ------------  ---------  ------------
Net asset value, beginning of period         $8.96       $9.91      $10.00 
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .15**       .37**       .01**
Net realized and unrealized gain (loss)
  on investments                               .69        (.91)       (.10)
Net increase (decrease) in net asset value
  from operations                              .84        (.54)       (.09)
    
LESS: DISTRIBUTIONS
Dividends from net investment income          (.20)       (.41)         -0-
Net asset value, end of period               $9.60       $8.96      $ 9.91 
    
TOTAL RETURN
Total investment return based 
  on net asset value (b)                      9.31%      (5.59)%      (.90)%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $5,580      $2,353        $244 
Ratio to average net assets of:
  Expenses, net of waivers/reimbursements     2.20%(a)    2.20%       2.20%(a)
  Expenses, before waivers/reimbursements     7.41%(a)   14.42%     133.62%(a)
  Net investment income,
    net of waivers/reimbursements             2.74%(a)    3.53%       2.84%(a)
  Net investment income,
    before waivers/reimbursements            (2.45)%(a)  (8.69)%   (128.58)%(a)
Portfolio turnover rate                         63%         30%         11%


See footnote summary on page 16.

15


FINANCIAL HIGHLIGHTS (CONTINUED)                   ALLIANCE UTILITY INCOME FUND
- -------------------------------------------------------------------------------

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

                                                        CLASS C
                                          -------------------------------------
                                           SIX MONTHS              OCT.27,1993*
                                              ENDED    YEAR ENDED      TO
                                          MAY 31, 1995   NOV. 30,    NOV. 30,
                                           (UNAUDITED)    1994        1993
                                           -----------  ---------  ------------
Net asset value, beginning of period         $8.97       $9.92      $10.00
    
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .13**       .39**       .01**
Net realized and unrealized gain (loss)
  on investments                               .71        (.93)       (.09)
Net increase (decrease) in net asset value
  from operations                              .84        (.54)       (.08)
    
LESS: DISTRIBUTIONS
Dividends from net investment income          (.20)       (.41)         -0-
Net asset value, end of period               $9.61       $8.97       $9.92
    
TOTAL RETURN
Total investment return based 
  on net asset value (b)                      9.41%      (5.58)%      (.80)%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $3,504      $2,651         $18
Ratio to average net assets of:
  Expenses, net of waivers/reimbursements     2.20%(a)    2.20%       2.20%(a)
  Expenses, before waivers/reimbursements     7.40%(a)   14.42%     148.03%(a)
  Net investment income, 
    net of waivers/reimbursements             2.83%(a)    3.60%       3.08%(a)
  Net investment income,
    before waivers/reimbursements            (2.37)%(a)  (8.62)%   (142.75)%(a)
Portfolio turnover rate                         63%         30%         11%


*    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.

16


                                                   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
THOMAS BARDONG, 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

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

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

The financial information included herein is taken from the records of the fund 
without audit by independent accountants who do not express an opinion thereon.
(1) Member of the Audit Committee.

17

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18

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19

BULK RATE
U.S. POSTAGE
PAID
New York, NY
Permit No. 7131

ALLIANCE UTILITY INCOME FUND
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

Alliance Capital
Mutual funds without the Mystery.

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. 

UIFSR

ALLIANCE UTILITY INCOME FUND

SEMI-ANNUAL REPORT
MAY 31, 1995

Alliance
Mutual funds without the Mystery.



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