ALLIANCE WORLDWIDE PRIVATIZATION FUND INC
N-30D, 1997-09-09
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ALLIANCE WORLDWIDE PRIVATIZATION FUND

ANNUAL REPORT
JUNE 30, 1997

ALLIANCE CAPITAL



LETTER TO SHAREHOLDERS                    ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

August 8, 1997

Dear Shareholder:

We are pleased to provide investment results for the Alliance Worldwide 
Privatization Fund for the periods ended June 30, 1997. As you can see in the 
box below, the Fund has performed well compared with both of its benchmark 
indices.


INVESTMENT RESULTS*
                                   TOTAL RETURNS FOR THE PERIODS ENDED
                                             JUNE 30, 1997
                                         6 MONTHS      12 MONTHS
                                        ----------    -----------
ALLIANCE WORLDWIDE PRIVATIZATION FUND
  Class A                                 17.76%         25.16%
  Class B                                 17.48          24.34
  Class C                                 17.37          24.33
 
MSCI EAFE INDEX                           11.36          13.16
 
MSCI EMERGING MARKETS FREE INDEX          17.75          12.82

*  THE TOTAL RETURN FOR ADVISOR CLASS SHARES WILL DIFFER DUE TO DIFFERENT 
EXPENSES. THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EUROPE, AUSTRALIA, 
AND FAR EAST (EAFE) INDEX TRACKS THE PERFORMANCE OF MARKETS IN THOSE REGIONS. 
THE MSCI EMERGING MARKETS FREE INDEX TRACKS THE PERFORMANCE OF 22 EMERGING 
MARKETS.

MARKET REVIEW AND OUTLOOK
Outside the U.S., particularly in Europe and Japan, there are increasingly 
optimistic signs of economic recovery. International equities, which have 
underperformed U.S. equities for several years, are very attractively valued at 
this point. It is our opinion that international equity markets remain 
undervalued relative to the U.S. and that signs of recovery will be greeted 
with further price appreciation from the major stock markets of the world.

The outlook for privatizations remains strong. Clearly the election of 
socialist governments in the U.K. and in France means that the pace of 
privatization that we have seen in Europe over the past few years is likely to 
slow. However, we know that in other areas of the world, notably China, Brazil, 
Eastern Europe, and Africa, there are a large number of new deals in the 
pipeline. Last year, there were $90 billion in privatizations and we expect to 
see a comparable amount for 1997.

INVESTMENT STRATEGY
The Alliance Worldwide Privatization Fund has continued to perform well against 
its benchmark indices. Our focus in Western Europe and Latin America, as well 
as Eastern Europe and Russia, has helped your fund achieve strong relative 
returns against other international equity funds.

Your Fund remains broadly diversified, with portfolio holdings representing 52 
countries and 45 industry subsets. The chart below shows the Fund's geographic 
breakdown as of June 30, 1997.


GEOGRAPHIC BREAKDOWN

AUSTRALIA/NEW ZEALAND 4.0%
ASIA 13.8%
MIDDLE EAST/AFRICA 5.3%
WESTERN EUROPE 47.6%
SOUTH AMERICA 15.1%
NORTH AMERICA 7.6%
RUSSIA/EASTERN EUROPE 6.6%


Your Fund continues to benefit from its size and prestige in terms of 
allocations of new IPO transactions. Underwriters recognize the long-term 
advantages of placing stock issues with a dedicated Fund such as yours. We look 
forward to continuing to secure substantial portions of new privatization 
equity offerings.


1


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

As always, we thank you for the confidence you have placed in Alliance Capital 
and we look forward to continuing to serve your investment needs.

Sincerely,


John D. Carifa
President and Chairman


Mark H. Breedon
Senior Vice President


SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED 
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL 
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF 
PRINCIPAL.


2


INVESTMENT OBJECTIVE AND POLICIES         ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

Alliance Worldwide Privatization Fund is a non-diversified fund that seeks to 
provide investors with long-term capital appreciation. As a fundamental policy, 
the Fund invests at least 65% of its total assets in equity securities issued 
by enterprises that are undergoing, or have undergone, privatization, although 
normally significantly more of its assets will be invested in such securities. 


INVESTMENT RESULTS

AVERAGE ANNUAL TOTAL RETURN AS OF JUNE 30, 1997
CLASS A SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
  One Year                    25.16%         19.83%
  Since Inception*            14.52%         12.93%
 
CLASS B SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
  One Year                    24.34%         20.34%
  Since Inception*            13.75%         13.50%
 
CLASS C SHARES
                             WITHOUT         WITH
                          SALES CHARGE   SALES CHARGE
                          ------------   ------------
  One Year                    24.33%         23.33%
  Since Inception*            20.46%         20.46%


The average annual total returns reflect reinvestment 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); 
and for Class C shares (1% year 1). Returns for Class A shares do not reflect 
the  imposition of the 1 year 1% contingent deferred sales charge for accounts 
over $1,000,000. Total return for Advisor Class shares will differ due to 
different expenses associated with that class.

Past performance does not guarantee future results. Investment 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: 6/2/94, Class A and Class B; 2/8/95, Class C.


3


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

ALLIANCE WORLDWIDE PRIVATIZATION FUND 
$10,000 INVESTMENT OVER LIFE OF FUND
6/2/94 TO 6/30/97

ALLIANCE WORLDWIDE
PRIVATIZATION FUND
CLASS A: $14,542

$15,000
$14,000
$13,000
$12,000
$11,000
$10,000
$9,000

MSCIEAFE: $13,109
MSCIEMF: $12,236

6/2/94      6/30/95      6/30/96      6/30/97


This chart illustrates the total value of an assumed investment in Alliance 
Worldwide Privatization Fund Class A shares since inception (6/2/94) after 
deducting the maximum sales charge, and with dividends and capital gains 
reinvested. It is a hypothetical illustration for illustrative purposes only. 
Performance for Class B, Class C and Advisor shares will vary from the results 
shown due to differences in expenses and fees charged to those classes. Past 
performance is not indicative of future results, and is not representative of 
future gain or loss in capital value or dividend income.

The Morgan Stanley Capital International EAFEIndex (MSCIEAFE) is an unmanaged, 
market-capitalization-weighted index that measures stock performance in Europe, 
Australia, and the Far East.

The Morgan Stanley Capital International Emerging Markets Free Index (MSCIEMF) 
is an unmanaged, market-capitalization-weighted index composed of companies 
representative of the market structure of 22 emerging-market countries 
inEurope, Latin America, and the Pacific Basin. The Index excludes closed 
markets and those shares in otherwise free countries which are not purchasable 
by foreigners.

When comparing Alliance Worldwide Privatization Fund to the indices 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 
indices.

Worldwide Privatization Fund
MSCIEAFEIndex
MSCIEMFIndex


4


TEN LARGEST HOLDINGS
JUNE 30, 1997                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________
                                                                    PERCENT OF
COMPANY                                              U.S. $ VALUE   NET ASSETS
- -------------------------------------------------------------------------------
Deutsche Telekom A.G.--Provides local and long-
  distance telephone services as well as voice,
  data and image transmission                        $ 16,393,704      2.4%
Telecomunicacoes Brasileiras, S.A. ADR-Telebras--
  Provides domestic and international telephone
  and data transmission services throughout Brazil     14,513,322      2.1
Commonwealth Serum Lab., Ltd.--Develops,
  manufactures, and markets human and veterinary
  pharmaceutical and diagnostic products               14,007,117      2.0
Akzo Nobel N.V.--Produces chemicals, paints,
  drugs, veterinary products, hospital supplies
  and diagnostics                                      13,703,064      2.0
Electricidade de Portugal, S.A.--Provides electric
  power through the operation of hydroelectric,
  fuel oil, coal fired, gas oil and wind driven
  facilities                                           12,126,097      1.7
SK Telecom--Provides mobile telecommunications and
  paging services in Korea and India                   11,849,186      1.7
National Grid Holdings Plc.--operates the
  electric transmission system in England and
  Wales and provides related services to Scotland
  and France                                           10,962,049      1.6
Usinor Sacilor--A large steel producer of flat 
  and long products such as alloy and electrical
  steelwire                                            10,822,400      1.6
Pharmacia & Upjohn, Inc.--An international
  pharmaceutical and biotechnological group of
  companies which manufacture and market a wide
  assortment of subscription and over-the-counter
  products                                             10,425,000      1.5
British Energy Plc.--Generates and sells
  electricity in England and Scotland                   9,755,142      1.4
                                                     $124,557,081     18.0%


5


INDUSTRY DIVERSIFICATION
JUNE 30, 1997                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________
                                                                    PERCENT OF
                                                     U.S. $ VALUE   NET ASSETS
- -------------------------------------------------------------------------------
Basic Industries                                     $ 83,933,654     12.1%
Capital Goods                                          17,266,674      2.5
Consumer Manufacturing                                 18,197,840      2.6
Consumer Services                                      57,024,608      8.2
Consumer Staples                                       23,136,344      3.3
Energy                                                 42,273,371      6.1
Finance                                               104,491,476     15.0
Healthcare                                             33,559,680      4.8
Multi-Industry                                         13,624,636      2.0
Technology                                             27,431,340      3.9
Telephone Utilities                                   106,882,633     15.3
Transportation                                         16,126,435      2.3
Utilities                                             139,079,977     20.0
Total Investments*                                    683,028,668     98.1
Cash and receivables                                   13,239,371      1.9
Net Assets                                           $696,268,039    100.0%


*    Excludes short-term obligations.


6


PORTFOLIO OF INVESTMENTS
JUNE 30, 1997                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
 
COMMON STOCKS-91.6%
ARGENTINA-1.0%
Central Costanera, S.A. Cl. B                   383,815     $  1,324,367
Dragodos y Construcciones 
  Argentina Cl. B                               148,699          654,377
Metrogas, S.A. (ADR)                            181,346        1,813,460
Nortel Inversora S.A. (ADR)                      75,000        2,034,375
Telecom Argentina Stet
  France, S.A. (ADR)                             27,900        1,464,750
                                                             ------------
                                                               7,291,329

AUSTRALIA-3.5%
Commonwealth Serum Lab., Ltd.                 2,284,636       14,007,117
Qantas Airways, Ltd.                          2,072,616        4,851,279
Tab Corp Holdings, Ltd.                       1,000,000        5,436,360
                                                             ------------
                                                              24,294,756

AUSTRIA-3.2%
Austria Mikro Systeme 
  International AG (a)                           68,374        5,795,107
Boehler-Uddeholm AG (a)                          40,000        3,100,114
Flughafen Wien AG (a)                           100,000        4,221,501
VA Technologies AG                               30,000        5,486,932
Voest-Alpine Stahl AG                            80,000        3,621,690
                                                             ------------
                                                              22,225,344

BELGIUM-0.5%
Credit Communal Holding Dexia (b)                30,000        3,222,455

BERMUDA-0.3%
Central European Media
  Enterprises, Ltd. Cl. A                        75,000        1,950,000

BOTSWANA-0.5%
Sechaba Investment Trust, Ltd.                3,000,000        3,570,000

BRAZIL-4.4%
Companhia Energetica de Minas
  Gerais (ADR)                                   52,000     $  2,678,000
Companhia Paulista de 
  Forca e Luz                                36,591,000        6,152,033
Light Particpacoes, S.A.                      7,550,000        3,008,639
Multicanal Particpacoes (ADR)                   114,900        1,565,513
Petroleo Brasileros, S.A. (ADR)                  50,000        1,450,000
Ttelecomunicacoes Brasileiras, S.A.          17,500,000        2,373,322
  (ADR)                                          80,000       12,140,000
Unibanco (GDR)                                   39,500        1,466,438
                                                             ------------
                                                              30,833,945

CANADA-2.2%
Alberta Energy Co., Ltd.                        200,000        5,032,767
Canadian National Railway Co.                   120,000        5,250,000
Petro-Canada                                    300,000        4,866,215
                                                             ------------
                                                              15,148,982

CHILE-0.3%
Enersis, S.A. (ADR)                              50,000        1,778,125

COLOMBIA-0.1%
Banco de Colombia (GDR) (c)                     125,000          750,000

CZECH REPUBLIC-1.1%
Ceske Energeticke Zavody (GDS) (b) (c)           44,000        1,226,500
Ceske Radiokomunikace, A.S. (b)                  20,000        2,519,428
Komercni Banka A.S. (GDR)                        67,500        1,400,625
Podnik Vypocetni Techniky                        13,000        1,148,544
Tabak A.S.                                        4,525        1,060,503
                                                             ------------
                                                               7,355,600

DENMARK-0.5%
Copenhagen Airport (a)                           32,500        3,447,974


7


PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
EGYPT-1.9%
Commercial International Bank
  Ordinary                                       66,660     $  1,394,491
  (GDR)                                         129,000        2,689,650
Egypt America (b)                                18,946          746,970
Financial and Industrial                         16,600          991,482
Housing Development Bank                         38,000          983,891
Madinet Nasar City                               52,000        3,656,639
Paints and Chemicals Industry                    27,800          952,909
Torrah Portland Cement                           69,500        1,758,588
                                                             ------------
                                                              13,174,620

FINLAND-1.8%
Outokumpu OY Cl. A                              350,000        6,949,641
OY Tamro AB (a)                                 330,000        2,290,201
Rauma OY (a)                                    138,700        3,181,856
                                                             ------------
                                                              12,421,698

FRANCE-7.5%
Assurance Generales de France (a)                93,750        2,995,942
  Certs                                           4,317          137,957
Compagnie des Machines 
  Bull, S.A (a)                                 181,820        1,847,066
Le Carbone Lorraine (a)                           9,000        2,190,005
Pechiney, S.A. Cl. A                             70,000        2,757,500
Renault, S.A. (a)                               120,000        3,036,398
Sanofi, S.A.                                     42,873        4,202,162
Seita                                            72,930        2,308,264
SGS-Thomson
  Microelectronics N.V.                          65,000        5,132,132
Societe Generale                                 45,000        5,023,227
  Temp Certs                                      1,201          134,064
Societe National Elf Aquitaine                   80,000        8,630,694
Union des Assurances Federales                   24,000        2,821,992
Usinor Sacilor (a)                              600,000       10,822,400
                                                             ------------
                                                              52,039,803

GERMANY-5.3%
BHW Holding A.G.                                125,350     $  2,120,434
Deutsche Lufthansa A.G. (a)                     500,000        9,590,573
Deutsche Telekom A.G. (a)                       680,690       16,393,704
Viag A.G. (a)                                    14,000        6,366,191
  New                                             4,785        2,169,013
                                                             ------------
                                                              36,639,915

GHANA-0.8%
Ashanti Goldfields Co.,
  Ltd. (GDR)                                    300,000        3,506,250
Social Security Bank, Ltd.                    3,268,469        2,091,201
                                                             ------------
                                                               5,597,451

GREECE-0.2%
Hellenic Sugar                                  250,000        1,565,299

HONG KONG-0.3%
Beijing Datang Power Co.                        445,500          205,576
The Guangshen Railway 
  Co., Ltd. (ADR) (b)                            76,000        1,662,500
                                                             ------------
                                                               1,868,076

HUNGARY-2.0%
Gedeon Richter (GDR)                             28,800        2,635,200
Magyar Olaj-es Gazipare 
  Reszvenytar                                   150,000        3,324,166
OTP Bank (GDR)                                  130,000        3,445,000
Tiszai Vegyi Kombinat, (GDR) (b)                258,000        4,418,250
                                                             ------------
                                                              13,822,616

INDIA-0.7%
Industrial Credit & Investment
  Corporation of India, Ltd.
  (GDR) (b)(c)                                  121,000        1,739,375
State Bank Of India (GDR) (b)(c)                 95,000        2,517,500


8


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
Videsh Sanchar Nigam, 
  Ltd. (GDR) (c)                                 45,700     $    948,275
                                                             ------------
                                                               5,205,150

INDONESIA-2.1%
PT Indosat                                    3,137,000        9,383,912
PT Tambang Timah (GDR)                           46,000          701,500
PT Telekomunikasi Indonesia
  (ADR)                                          99,000        3,217,500
  Cl. B                                         913,000        1,492,259
                                                             ------------
                                                              14,795,171

IRELAND-0.4%
Greencore Group Plc. (a)                        608,536        2,998,539
ISRAEL-0.7%
Bank Hapoalim, Ltd.                           1,073,300        2,234,623
Tadiran, Ltd. (ADR)                              92,500        2,647,813
                                                             ------------
                                                               4,882,436

ITALY-2.8%
Eni S.p.A.                                    1,000,000        5,659,886
Instituto Mobilaire Italiano
  S.p.A. (a)                                    500,000        4,498,507
Instituto Nazionale delle 
  Azzicurazioni (a)                           2,000,000        3,046,048
Telecom Italia Di Risp. S.p.A.                1,400,000        2,770,257
Telecom Italia Mobile S.p.A.                  2,000,000        3,575,284
                                                             ------------
                                                              19,549,982

JAPAN-5.2%
Daiwa Securities Co., Ltd.                      890,000        7,019,981
DDI Corp.                                         1,255        9,263,851
East Japan Railway Co.                              387        1,985,481
Japan Tobacco, Inc.                                 851        6,719,789
Nippon Telegraph &
  Telephone Corp.                                   418        4,011,866
Nomura Securities Co., Ltd.                     545,000        7,513,306
                                                             ------------
                                                              36,514,274

JORDAN-0.3%
Arab Potash Co.                                 217,433     $  2,039,393

KENYA-0.1%
Kenya Airways                                 4,650,000          699,633

MALAYSIA-0.5%
Malakoff Berhad                                 278,000        1,211,569
Telekom Malaysia                                417,000        1,949,525
                                                             ------------
                                                               3,161,094

MEXICO-2.3%
Alfa, S.A.                                      561,200        3,827,969
Grupo Financiero Banamex Cl. B                1,378,500        3,539,064
Grupo Financiero Bancrecer, S.A.
  de C.V. Cl. B (b)                           3,953,843          383,144
Grupo Financiero Banorte, S.A.
  de C.V. Cl. B (b)                           3,499,677        3,637,973
Grupo Financiero Probursa, S.A.
  de C.V. Cl. B (b)                             929,280          235,068
Grupo Minsa, S.A. de C.V. 
  Cl. C                                       1,837,000        2,381,211
Grupo Profesional Planeacion
  Y Proyectos, S.A. Cl. B (d)                   129,000          600,680
Telefonos de Mexico, S.A.
  Cl.L (ADR) (b)                                 31,000        1,480,250
                                                             ------------
                                                              16,085,359

NETHERLANDS-4.9%
Akzo Nobel N.V.                                 100,000       13,703,064
European Vinyls Corp. 
  International N.V.                            104,000        2,633,026
ING Groep N.V.                                  152,272        7,019,950
KLM Royal Dutch Air
  Lines N.V. (a)                                210,714        6,494,028
Koninklijke PTT Nederland N.V.                  100,000        3,922,438
                                                             ------------
                                                              33,772,506


9


PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
NEW ZEALAND-0.5%
Tranz Rail Holdings, Ltd. (b)                   614,200     $  3,504,441

NORWAY-0.8%
Christiana Bank OG Kreditkasse (a)              800,000        2,731,907
Den Norske Bank (a)                             700,000        2,744,201
                                                             ------------
                                                               5,476,108

PAKISTAN-0.7%
Hub Power Co., Ltd. (GDR) (b)                   100,000        2,512,500
Pakistan Telecom 
  Ordinary (b)                                  552,100          417,098
  (GDR) (b)                                      28,813        2,175,382
                                                             ------------
                                                               5,104,980

PERU-1.9%
Cementos Lima, S.A.                              10,444          210,258
Cementos Norte Pacasmayo, S.A.
  Cl. C                                       1,467,597        2,268,482
  Cl. T.                                        775,483        1,204,520
CPT Telefonica del Peru, S.A.
  Cl. B                                       1,161,065        3,050,942
Explosivos, S.A. Cl. C (b)(d)                 1,005,528        1,099,352
Fereyos, S.A.                                   727,500          836,522
Ontario Quinta A.V.V.(d)                      2,000,000        2,000,000
Telefonica del Peru, S.A. (ADR)                  95,400        2,498,288
                                                             ------------
                                                              13,168,364

PHILLIPINES-1.5%
First Philippine Holdings 
Corp. Series B                                2,316,394        3,205,504
International Container Terminal
  Services, Inc. (b)                          4,672,875        2,391,713
Manila Electric Co. Series B                    939,305        4,629,574
                                                             ------------
                                                              10,226,791

POLAND-1.5%
Bank Handlowy W Warszawie                       290,200     $  3,346,594
  (GDR) (c)                                      98,200        1,217,680
Bank Przemyslowo Handlowy                        20,000          982,808
Elektrim, S.A.                                  262,000        2,279,993
Wielkopolski Bank Kredytowy, S.A.               400,000        2,288,148
                                                             ------------
                                                              10,115,223

PORTUGAL-2.2%
Electricidade de Portugal, S.A.                 667,500       12,126,097
Portucel Industrial-Empresa
  Productora de Celulose, S.A.                  218,100        1,616,653
TVI Televisao Independiente (b)(d)              676,000        1,766,262
                                                             ------------
                                                              15,509,012

ROMANIA-0.1%
Societatea, S.A. (d)                             30,454          477,199
RUSSIA-1.4%
Gazprom (ADR) (b)(c)                            181,500        3,121,800
Nearmedic Austrian Certs (b)(d)                  30,452        4,541,550
Sun Brewing (GDR) (b)(c)                        264,000        1,848,000
                                                             ------------
                                                               9,511,350

SLOVAK REPUBLIC-0.0%
Nafta Gbely, S.A.                                   814           26,621

SOUTH AFRICA-0.2%
South African Iron & Steel                    2,520,750        1,666,795

SOUTH KOREA-2.6%
Korea Electric Power Corp.                       85,390        2,548,238
  (ADR)                                         138,600        2,590,088


10


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
Korean Air Lines                                 28,730     $    583,530
Pohang Iron & Steel Co.                           7,280          756,038
Sk Telecom, Ltd.                                 11,622        8,672,656
  (ADR)                                         315,680        3,176,530
                                                             ------------
                                                              18,327,080

SPAIN-2.6%
Empresa Nacional de Celulosas, S.A.             349,014        6,157,246
Endesa (a)                                       70,000        5,875,408
Repsol, S.A (a)                                 150,000        6,340,881
                                                             ------------
                                                              18,373,535

SWEDEN-1.7%
Assi Doman                                      182,000        5,184,607
Castellum AB                                    295,500        2,219,255
Sparbanken Sverige AB, Cl. A (a)                200,000        4,454,307
                                                             ------------
                                                              11,858,169

SWITZERLAND-1.3%
Sairgroup Namen                                   8,000        8,961,315

THAILAND-0.5%
Electricity Generating Public
  of Thailand                                   594,000        1,456,051
The Industrial Finance Corp.
  of Thailand                                 1,632,800        2,080,000
                                                             ------------
                                                               3,536,051

TRINIDAD & TOBAGO-0.4%
B.W.I.A. International 
  Airways (b)(d)                              2,727,272        2,999,999

TURKEY-1.5%
Efes Sinai Yatrim 
  Ordinary (b)(d)                            13,438,261          468,823
  Receipts (b)(d)                            17,314,682          604,060
Eregli Demir Ve Celik 
  Fabrikalari T.A.S.                         10,116,750        1,685,841
Petrokimya Holding A.S.                       1,907,000          654,819
Tupras Turkiye Petrol 
  Rafinerileri A.S. (b)                       5,595,000        3,164,316
Turk Hava Yollari A.O. (b)                    6,847,275     $  1,959,328
Usas Ucak Servisi A.S.                          857,250        2,020,114
                                                             ------------
                                                              10,557,301

UNITED KINGDOM-9.7%
Anglian Water Plc.                              800,000        8,676,416
Birkby Plc.                                     930,000        2,430,629
British Energy Plc. 
  Partially Paid                              4,000,000        9,755,142
National Grid Holdings Plc.                   3,000,000       10,962,049
National Power Plc. (a)                         660,000        5,735,225
Northern Ireland 
  Electricity Plc. (a)                          700,000        4,835,954
Powergen Plc.                                   793,961        9,436,987
RJB Mining (a)                                  300,000        1,797,876
Scottish Hydro Electric                         600,000        4,145,103
Stagecoach Holdings Plc                         353,404        3,724,013
Wessex Water Plc.                               917,691        6,217,659
                                                             ------------
                                                              67,717,053

UNITED STATES-2.4%
Near East International (b)(d)                       10        1,000,000
Pharmacia & Upjohn, Inc. (a)                    300,000       10,425,000
United Telecom Holding, Ltd. (d)                 17,862        5,358,600
                                                             ------------
                                                              16,783,600

VENEZUELA-0.7%
Banco Mercantil (ADR)                            15,000          625,590
Compania Anonima Nacional
  Telefonos de Venezuela (ADR) (b)               99,700        4,299,563
                                                             ------------
                                                               4,925,153

Total Common Stocks 
(cost $541,432,495)                                          637,527,665


11


PORTFOLIO OF INVESTMENTS (CONTINUED)      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

COMPANY                                          SHARES     U.S. $ VALUE
- -------------------------------------------------------------------------
PREFERRED STOCKS-6.5%
BRAZIL-6.0%
Bardella Industrias Mecanicas,
  S.A.                                           20,786     $  3,050,660
Celesc Centrais Electricas 
  de Santa Catarina, S.A. 
  (GDR) (c)                                      13,000        1,807,000
  Cl. B                                       4,182,133        6,215,608
Companhia Riograndense de Telcom
  Cl. A                                       6,024,000        9,120,914
  Receipts 5/97                                 191,091          245,664
Companhia Vale Do Rio Doce
  PNB (e)                                        12,000               -0-
Companhia Paulista de 
Forca e Luz                                   9,309,598        1,547,059
Iven, S.A.                                    8,614,000        5,881,092
Metalurgica Gerdau, S.A.                     86,897,892        4,197,381
Siderurgica Riograndense, S.A.              194,587,490        7,410,791
Telecomunicacoes Brasileiras,
  S.A.                                        8,250,000        1,251,428
Trikem, S.A.                                357,264,933          995,583
                                                             ------------
                                                              41,723,180

                                              SHARES OR
                                              PRINCIPAL
                                                 AMOUNT
COMPANY                                            (000)    U.S. $ VALUE
- -------------------------------------------------------------------------
RUSSIA-0.5%
RNGS Holdings, Ltd. 8%,
  redeemable pfd. (b)(d)                        990,700     $  3,777,823
Total Preferred Stocks 
(cost $24,252,691)                                            45,501,003

TIME DEPOSITS-0.4%
Royal Bank of Canada 
  5.00%, 7/01/97                                  1,700        1,700,000
Sumitomo Bank 
  6.38%, 7/01/97                                  1,000        1,000,000
Total Time Deposits 
  (cost $2,700,000)                                            2,700,000

TOTAL INVESTMENTS-98.5%
  (cost $568,385,186)                                        685,728,668
Other assets less 
liabilities-1.5%                                              10,539,371

NET ASSETS-100%                                             $696,268,039


(a)  Securities or portion thereof, with an aggregate market value of 
$91,926,681 have been segregated to collateralize forward exchange currency 
contracts.

(b)  Non-income producing security.

(c)  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 June 30, 1997 
these securities amounted to $15,176,130 or 2.18% of net assets.

(d)  Illiquid security--valued at fair market value (See Note A).

(e)  The shares are a result of a corporate action. Awaiting shareholder 
approval for conversion.

     Glossary of terms:
     ADR - American depository receipt.
     GDR - Global depository receipt.
     GDS - Global depository security.

     See notes to financial statements.


12


STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1997                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $568,385,186)         $685,728,668
  Foreign cash, at value (cost $4,449,507)                           4,399,117
  Cash                                                                  12,642
  Receivable for investment securities sold                         16,552,131
  Dividends and interest receivable                                  3,146,666
  Receivable for capital stock sold                                  2,321,011
  Foreign taxes receivable and other assets                            911,938
  Unrealized appreciation of forward exchange
    currency contracts                                                 731,590
  Deferred organization expense                                         85,053
  Total assets                                                     713,888,816

LIABILITIES
  Payable for investment securities purchased                       14,522,799
  Payable for capital stock redeemed                                 1,634,433
  Advisory fee payable                                                 557,305
  Distribution fee payable                                             240,323
  Accrued commitment fees                                                6,606
  Accrued expenses                                                     659,311
  Total liabilities                                                 17,620,777

NET ASSETS                                                        $696,268,039

COMPOSITION OF NET ASSETS
  Capital stock, at par                                           $     52,666
  Additional paid-in capital                                       505,633,039
  Accumulated net investment income                                 10,115,291
  Accumulated net realized gain on investments and
    foreign currency transactions                                   62,490,649
  Net unrealized appreciation of investments and
    foreign currency denominated assets and liabilities            117,976,394
                                                                  $696,268,039

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share
    ($561,792,552/42,351,841 shares of capital stock
    issued and outstanding)                                             $13.26
  Sales charge--4.25% of public offering price                             .59
  Maximum offering price                                                $13.85

  CLASS B SHARES
  Net asset value and offering price per share 
    ($121,172,834/9,294,525 shares of capital stock
    issued and outstanding)                                             $13.04

  CLASS C SHARES
  Net asset value and offering price per share
    ($12,928,985/991,544 shares of capital stock 
    issued and outstanding)                                             $13.04

  ADVISOR CLASS SHARES
  Net asset value, redemption and offering price per share
    ($373,668/28,234 shares of capital stock issued and
    outstanding)                                                        $13.23


See notes to financial statements.


13


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1997                  ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld
    of $2,146,896)                                 $ 19,582,058
  Interest                                              600,933   $ 20,182,991

EXPENSES
  Advisory fee                                        6,703,589
  Distribution fee - Class A                          1,715,290
  Distribution fee - Class B                            929,555
  Distribution fee - Class C                             55,079
  Custodian                                           1,221,490
  Transfer agency                                       826,982
  Printing                                              163,250
  Administrative                                        146,597
  Registration                                          129,666
  Audit and legal                                       109,384
  Amortization of organization expenses                  44,176
  Directors' fees                                        32,200
  Loan commitment fees (see note E)                      30,022
  Loan agreement expense                                 15,935
  Miscellaneous                                          22,321
  Total expenses before interest                                    12,145,536
  Interest expense                                                      79,562
  Total expenses                                                    12,225,098
  Net investment income                                              7,957,893

REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND 
FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment
    transactions                                                   110,135,048
  Net realized gain on foreign
    currency transactions                                            7,362,852
  Net change in unrealized appreciation
    (depreciation) of:
    Investments                                                     16,897,494
    Foreign currency denominated assets and liabilities              1,269,903
  Net gain on investments and foreign currency transactions        135,665,297

NET INCREASE IN NET ASSETS FROM OPERATIONS                        $143,623,190


See notes to financial statements.


14


STATEMENT OF CHANGES IN NET ASSETS        ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

                                                   YEAR ENDED      YEAR ENDED
                                                    JUNE 30,        JUNE 30,
                                                     1997            1996
                                                 -------------   -------------
INCREASE IN NET ASSETS FROM OPERATIONS
  Net investment income                          $   7,957,893   $   4,399,665
  Net realized gain on investments and 
    foreign currency transactions                  117,497,900      37,218,701
  Net change in unrealized appreciation
    (depreciation)of investments and foreign
    currency denominated assets and
    liabilities                                     18,167,397     101,102,039
  Net increase in net assets from operations       143,623,190     142,720,405

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                         (6,642,639)             -0-
    Class B                                           (562,618)             -0-
    Class C                                            (25,246)             -0-
    Advisor Class                                       (2,150)             -0-
  Net realized gain on investments
    Class A                                        (62,883,647)             -0-
    Class B                                         (9,986,472)             -0-
    Class C                                           (448,021)             -0-
    Advisor Class                                      (16,066)             -0-

CAPITAL STOCK TRANSACTIONS
  Net increase (decrease)                         (124,954,030)    522,213,677
  Total increase (decrease)                        (61,897,699)    664,934,082

NET ASSETS
  Beginning of year                                758,165,738      93,231,656
  End of year (including undistributed net
    investment income of $11,184,864 and
    $10,459,624, respectively)                   $ 696,268,039   $ 758,165,738


See notes to financial statements.


15


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997                             ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Worldwide Privatization Fund, Inc. (the "Fund"), organized as a 
Maryland corporation on March 16, 1994, is registered under the Investment 
Company Act of 1940 as a non-diversified, open-end management investment 
company. The Fund offers Class A, Class B, Class C and Advisor Class shares. 
Class A shares are sold with an initial sales charge of up to 4.25% for 
purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or 
more, Class A shares redeemed within one year of purchase will be subject to a 
contingent deferred sales charge of 1%. Class B shares are currently sold with 
a contingent deferred sales charge which declines from 4.00% 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 purchased on or after July 1, 1996, are subject to a 
contingent deferred sales charge of 1% on redemptions made within the first 
year after purchase. Advisor Class shares are sold without an initial or 
contingent deferred sales charge. Advisor Class shares are offered solely to 
investors participating in fee based programs. All four 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 significant accounting policies followed by the Fund.

1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange for which market 
quotations are readily available are valued at the last quoted sales price on 
that exchange prior to the time when assets are valued. Securities listed or 
traded on certain foreign exchanges whose operations are similar to the U.S. 
over-the-counter market are valued at the price within the limits of the latest 
available current bid and asked price deemed best to reflect fair value. 
Securities which mature in 60 days or less are valued at amortized cost which 
approximates market value. Restricted securities, illiquid securities and 
securities for which the closing of market prices are not considered 
representative of their value are valued at fair value as determined by the 
Board of Directors. In determining fair value, consideration is given to cost, 
operating and other financial data.

2. ORGANIZATION EXPENSES
Organization Expenses of approximately $220,000 have been deferred and are 
being amortized on a straight-line basis through June 1999.

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 realized gain on foreign currency transactions represents foreign exchange 
gains and losses from the holding of foreign currency contracts, foreign 
currencies, exchange gains or losses realized between the trade and settlement 
dates on security transactions, and the difference between the amounts of 
dividends, interest and foreign taxes receivable recorded on the Fund's books 
and the U.S. dollar equivalent of the 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 net 
unrealized appreciation 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 INVESTMENT TRANSACTIONS
Dividend income is recorded on the ex-dividend date. Interest income is accrued 
daily. Investment transactions are accounted for on the date securities are 
purchased or sold. Investment gains and losses are determined on the identified 
cost basis. The Fund accretes discounts on short-term securities as adjustments 
to interest income.

6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded 


16


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

on the ex-dividend date and are determined in accordance with income tax 
regulations.

Income and capital gains distributions are determined in accordance with 
federal tax regulations and may differ from those determined in accordance with 
generally accepted accounting principles. To the extent these differences are 
permanent, such amounts are reclassified within the capital accounts based on 
their federal tax basis treatment; temporary differences do not require such 
reclassification. During the current fiscal year, permanent differences 
resulted in a net increase in additional paid in capital and a corresponding 
decrease in accumulated net investment income, accumulated net realized gain on 
investments and foreign currency transactions. These reclassifications had no 
effect on net assets.


NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under an investment advisory agreement, the Fund pays its Adviser, Alliance 
Capital Management L.P., (the "Adviser"), a fee at an annual rate of 1% of the 
Fund's average daily net assets. Such fee is accrued daily and paid monthly. 
Pursuant to the advisory agreement, the Fund paid $146,597 to the Adviser 
representing the cost of certain legal and accounting services provided to the 
Fund by the Adviser for the year ended June 30, 1997.

The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Adviser) under a Transfer Agency Agreement for providing personnel and 
facilities to perform transfer agency services for the Fund. Such compensation 
amounted to $547,234 for the year ended June 30, 1997.

In addition, for the year ended June 30, 1997, fund expenses were reduced by 
$58,794 under expense offset arrangements with Alliance Fund Services. Transfer 
agency fees reported in the statement of operations exclude these credits.

Alliance Fund Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary 
of the Adviser serves as the Distributor of the Fund's shares. The Distributor 
received front-end sales charges of $36,182 from the sale of Class A shares and 
$309,365 and $1,116 in contingent deferred sales charges imposed upon 
redemptions by shareholders of Class B and Class C shares, respectively, for 
the year ended June 30, 1997. Brokerage commissions paid on securities 
transactions for the year ended June 30, 1997, amounted to $1,512,610, 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.


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 
Class A shares and 1% of the average daily net assets attributable to the Class 
B and Class C shares. There is no distribution fee on the Advisor Class shares. 
The fees are accrued daily and paid monthly. The Agreement provides that the 
Distributor will use such payments in their entirety for distribution 
assistance and promotional activities. The Distributor has incurred expenses in 
excess of the distribution costs reimbursed by the Fund in the amount of 
$5,013,479 and $251,109 for Class B and Class C shares, respectively; such 
costs may be recovered from the Fund in future periods so long as the Agreement 
is in effect. In accordance with the Agreement, there is no provision for 
recovery of unreimbursed distribution costs, incurred by the Distributor, 
beyond the current fiscal year for Class A shares. The Agreement also provides 
that the Adviser may use its own resources to finance the distribution of the 
Fund's shares.


17


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments 
and U.S. government securities) aggregated $314,916,094 and $480,833,742, 
respectively, for the year ended June 30, 1997. There were no purchases or 
sales of U.S. government or government agency obligations for the year ended 
June 30, 1997.

At June 30, 1997, the cost of securities for federal income tax purposes was 
$574,581,353. Accordingly, gross unrealized appreciation of investments was 
$159,990,918 and gross unrealized depreciation of investments was $42,647,436, 
resulting in net unrealized appreciation of $111,147,315 excluding foreign 
currency.

At June 30, 1997, the Fund utilized $809,172 of the Global Privatization Fund's 
(which was acquired in 1995; see Note H) capital loss carryforward. Such 
capital loss carryforward has been depleted as of June 30, 1997.

FORWARD EXCHANGE CURRENCY CONTRACTS
The Fund enters into forward exchange currency contracts in order to hedge its 
exposure to changes in foreign currency exchange rates on its foreign portfolio 
holdings and to hedge certain firm purchase and sales commitments denominated 
in foreign currencies. A forward exchange currency contract is a commitment to 
purchase or sell a foreign currency at a future date at a negotiated forward 
rate. The gain or loss arising from the difference between the original 
contracts and the closing of such contracts is included in realized gains or 
losses on foreign currency transactions. Fluctuations in the value of forward 
exchange currency contracts are recorded for financial reporting purposes as 
unrealized gains or losses by the Fund.

The Fund's custodian will place and maintain cash not available for investment 
or liquid assets in a separate account of the Fund having a value equal to the 
aggregate amount of the Fund's commitments under forward exchange currency 
contracts entered into with respect to position hedges. Risks may arise from 
the potential inability of a counterparty to meet the terms of a contract and 
from unanticipated movements in the value of a foreign currency relative to the 
U.S. dollar. The face or contract amount, in U.S. dollars, as reflected in the 
following table, reflects the total exposure the Fund has in that particular 
currency contract.

At June 30, 1997, the fund had outstanding forward exchange currency contracts, 
as follows:

<TABLE>
                                CONTRACT          COST ON         U.S. $
                                 AMOUNT          ORIGINATION     CURRENT       UNREALIZED
                                  (000)             DATE          VALUE       APPRECIATION
                            ----------------    -------------  -------------  ------------
<S>                         <C>                 <C>            <C>            <C>                                      
FOREIGN CURRENCY
  SALE CONTRACTS
Austrian Schilling,
  expiring 7/31/97              136,140,900      $11,239,703    $11,116,408     $123,295
Danish Krone,
  expiring 7/31/97                9,264,000        1,412,497      1,397,757       14,740
Deutsche Marks,
  expiring 7/31/97               22,315,500       12,968,850     12,825,297      143,553
Finnish Markka,
  expiring 7/31/97               18,576,000        3,618,795      3,589,562       29,233
French Francs,
  expiring 7/31/97               62,958,000       10,837,450     10,735,294      102,156
Irish Punt,
  expiring 7/31/97                1,722,356        2,614,020      2,610,092        3,928
Italian Lira,
  expiring 7/31/97           15,022,480,000        8,909,179      8,824,698       84,481
Netherlands Guilder,
  expiring 7/31/97               21,603,840       11,148,643     11,029,304      119,339
Norwegian Krone,
  expiring 7/31/97               21,182,700        2,925,787      2,899,157       26,630
Spanish Peseta,
  expiring 7/31/97              836,616,000        5,747,371      5,678,009       69,362
Swedish Krona,
  expiring 7/31/97               19,275,000        2,513,693      2,498,820       14,873
                                                                                $731,590
</TABLE>


18


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

NOTE E: BANK BORROWING
The Fund's Revolving Credit Agreement with NationsBank expired on October 26, 
1996. The Fund entered into a new credit agreement on October 25, 1996 with the 
Bank of New York. The maximum credit available is $20,000,000 and requires no 
collateralization. There was no loan outstanding at June 30, 1997.

The weighted average amount of bank loans outstanding for the year ended June 
30, 1997, amounted to approximately $15,424,242 at a weighted average interest 
rate of 5.63%.

The Fund is obligated to pay Bank of New York a commitment fee computed at the 
rate of .10% per annum on the average daily unused portion of the revolving 
credit.


NOTE F: CAPITAL STOCK
There are 12,000,000,000 shares of $0.001 par value capital stock authorized, 
divided into four classes, designated Class A, Class B, Class C, and Advisor 
Class.

Each class consists of 3,000,000,000 authorized shares.

Transactions in capital stock were as follows:


                               SHARES                        AMOUNT
                    ---------------------------  ------------------------------
                    YEAR ENDED       YEAR ENDED    YEAR ENDED      YEAR ENDED
                       JUNE 30,       JUNE 30,      JUNE 30,        JUNE 30,
                         1997           1996          1997            1996
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold           11,570,307     1,832,982   $ 138,235,504   $  29,432,663
Shares issued in
  reinvestment of
  dividends and
  distributions        2,573,137            -0-     27,867,077              -0-
Shares issued in
  connection with
  the acquisition
  of Global
  Privatization
  Fund                        -0-  102,861,209              -0-  1,034,044,558
Shares converted
  from Class B            77,169        17,485         953,384         204,175
Shares redeemed      (27,315,452)  (50,594,492)   (329,157,216)   (534,852,442)
Net increase
  (decrease)         (13,094,839)   54,117,184   $(162,101,251)  $ 528,828,954

CLASS B
Shares sold            3,844,583     1,323,183   $  45,492,932   $  15,468,400
Shares issued in
  reinvestment of 
  dividends and
  distributions          361,705            -0-      3,863,013              -0-
Shares converted
  to Class A             (78,087)      (17,389)       (953,384)       (204,175)
Shares redeemed       (1,777,739)   (2,218,161)    (21,130,378)    (23,735,902)
Net increase
  (decrease)           2,350,462      (912,367)  $  27,272,183   $  (8,471,677)

CLASS C
Shares sold              921,243       195,418   $  11,138,227   $   2,183,955
Shares issued in
  reinvestment of 
  dividends and
  distributions           33,043            -0-        353,234              -0-
Shares redeemed         (162,024)      (29,593)     (1,962,355)       (327,555)
Net increase             792,262       165,825   $   9,529,106   $   1,856,400


19


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

                              SHARES                        AMOUNT
                    ---------------------------  ------------------------------
                     OCT. 2, 1996(A)            OCT. 2, 1996(A)
                           TO                          TO
                     JUNE 30, 1997               JUNE 30, 1997
                     ------------                --------------
ADVISOR CLASS
Shares sold               26,710                 $     329,652
Shares issued in
  reinvestment of 
  dividends and
  distributions            1,656                        17,869
Shares redeemed             (132)                       (1,589)
Net increase              28,234                 $     345,932


NOTE G: CONCENTRATION OF RISK
Investing in securities of foreign companies involves special risks which 
include revaluation of currency and future adverse political and economic 
developments. Moreover, securities of many foreign companies and their markets 
may be less liquid and their prices more volatile than those of comparable U.S. 
companies. The Fund invests in securities issued by enterprises that are 
undergoing, or that have undergone, privatization. Privatization is a process 
through which the ownership and control of companies or assets in whole or in 
part are transferred from the public sector to the private sector. Through 
privatization a government or state divests or transfers all or a portion of 
its interest in a state enterprise to some form of private ownership. 
Therefore, the Fund is susceptible to the government re-nationalization of 
these enterprises and economic factors adversely affecting the economics of 
these countries. In addition, these securities created through privatization 
may be less liquid and subject to greater volatility than securities of more 
developed countries.


NOTE H: ACQUISITION OF THE GLOBAL PRIVATIZATION FUND
On October 30, 1995 the Fund acquired all of the net assets of the Global 
Privatization Fund pursuant to a plan of reorganization approved by the Global 
Privatization Fund shareholders on October 18, 1995. The acquisition was 
accomplished by a tax-free exchange of 102,861,209 shares of the Fund for 
75,207,200 shares of Global Privatization Fund on October 30, 1995. The 
aggregate net assets of the Fund and Global Privatization Fund immediately 
before the acquisition were $86,665,280 and $1,057,272,285 (including 
unrealized appreciation of $23,228,727) respectively. Immediately after the 
acquisition the combined net assets of the Fund amounted to $1,143,938,565. 
Former shareholders of Global Privatization Fund that redeem their shares were 
subject to a redemption fee of 2% prior to June 30, 1996 and 1% through 
September 30, 1996.


(a)  Commencement of distribution.


20


FINANCIAL HIGHLIGHTS                      ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

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


<TABLE>
<CAPTION>
                                                                 CLASS A
                                            ----------------------------------------------------
                                                                                    JUNE 2,
                                                     YEAR ENDED JUNE 30,             1994(A)
                                            -------------------------------------      TO
                                               1997         1996         1995     JUNE 30, 1994
                                            -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period          $12.13       $10.18       $ 9.75       $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .15(b)       .10(b)       .06          .01
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                  2.55         1.85          .37         (.26)
Net increase (decrease) in net asset
  value from operations                         2.70         1.95          .43         (.25)
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.15)          -0-          -0-          -0-
Distributions from net realized gains
  on investments and foreign currency 
  transactions                                 (1.42)          -0-          -0-          -0-
Total dividends and distributions              (1.57)         .00          .00          .00
Net asset value, end of period                $13.26       $12.13       $10.18       $ 9.75
 
TOTAL RETURN
Total investment return based on net 
  asset value(c)                               25.16%       19.16%        4.41%       (2.50)%
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $561,793     $672,732      $13,535       $4,990
Ratio of expenses to average net assets         1.72%        1.87%        2.56%        2.75%(d)
Ratio of expenses to average net assets 
  excluding interest expense                    1.71%(e)     1.85%(e)     2.56%        2.75%(d)
Ratio of net investment income to 
  average net assets                            1.27%         .95%         .66%        1.03%(d)
Portfolio turnover rate                           48%          28%          36%          -0-%
Average commission rate paid(f)               $.0132           --           --           --
</TABLE>


See footnote summary on page 24.

21


FINANCIAL HIGHLIGHTS (CONTINUED)          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
                                                                 CLASS B
                                            ----------------------------------------------------
                                                                                    JUNE 2,
                                                     YEAR ENDED JUNE 30,             1994(A)
                                            -------------------------------------      TO
                                               1997         1996         1995     JUNE 30, 1994
                                            -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period          $11.96       $10.10       $ 9.74       $10.00
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)                     .08 (b)     (.02)(b)      .02           -0-
Net realized and unrealized gain (loss)
  on investments and foreign currency 
  transactions                                  2.50         1.88          .34         (.26)
Net increase (decrease) in net
  asset value from operations                   2.58         1.86          .36         (.26)
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.08)          -0-          -0-          -0-
Distributions from net realized gains
  on and foreign currency transactions         (1.42)          -0-          -0-          -0-
Total dividends and distributions              (1.50)          -0-          -0-          -0-
Net asset value, end of period                $13.04       $11.96       $10.10       $ 9.74
 
TOTAL RETURN
Total investment return based on
  net asset value(c)                           24.34%       18.42%        3.70%       (2.60)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $121,173      $83,050      $79,359      $22,859
Ratio of expenses to average net assets         2.43%        2.83%        3.27%        3.45%(d)
Ratio of expenses to average net assets 
  excluding interest expense                    2.42%(e)     2.82%(e)     3.27%        3.45%(d)
Ratio of net investment income (loss)
  to average net assets                          .66%        (.20)%        .01%         .33%(d)
Portfolio turnover rate                           48%          28%          36%          -0-%
Average commission rate paid(f)               $.0132           --           --           --
</TABLE>


See footnote summary on page 24.


22


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

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


<TABLE>
<CAPTION>
                                                         CLASS C
                                            ------------------------------------
                                                                        FEB. 8,
                                                                        1995(G)
                                               YEAR ENDED JUNE 30,        TO
                                            ------------------------   JUNE 30,
                                               1997         1996         1995
                                            -----------  -----------  -----------
<S>                                         <C>          <C>          <C>                
Net asset value, beginning of period          $11.96       $10.10       $ 9.53
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .12(b)       .03(b)       .05
Net realized and unrealized gain on 
  investments and foreign currency 
  transactions                                  2.46         1.83          .52
Net increase in net asset value 
  from operations                               2.58         1.86          .57
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.08)          -0-          -0-
Distributions from net realized gains
  on investments and foreign
  currency transactions                        (1.42)          -0-          -0-
Total dividends and distributions              (1.50)          -0-          -0-
Net asset value, end of period                $13.04       $11.96       $10.10
 
TOTAL RETURN
Total investment return based on net
  asset value(c)                               24.33%       18.42%        5.98%
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $12,929       $2,383         $338
Ratio of expenses to average net assets         2.42%        2.57%        1.03%(d)
Ratio of expenses to average net assets
  excluding interest expense                    2.41%(e)     2.57%(e)     1.03%(d)
Ratio of net investment income to 
  average net assets                            1.06%         .63%        1.04%(d)
Portfolio turnover rate                           48%          28%          36%
Average commission rate paid(f)               $.0132           --           --
</TABLE>


See footnote summary on page 24.


23


FINANCIAL HIGHLIGHTS (CONTINUED)          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

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


                                                              ADVISOR CLASS
                                                            OCTOBER 2, 1996(G)
                                                                   TO
                                                              JUNE 30, 1997
                                                            ------------------
Net asset value, beginning of period                             $12.14
 
INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                                            .18
Net realized and unrealized gain on investments and 
  foreign currency transactions                                    2.52
Net increase in net asset value from operations                    2.70
 
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                               (.19)
Distributions from net realized gains on investments
  and foreign currency transactions                               (1.42)
Total dividends and distributions                                 (1.61)
Net asset value, end of period                                   $13.23
 
TOTAL RETURN
Total investment return based on net asset value(c)               25.24%
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                          $374
Ratio of expenses to average net assets(d)                         1.96%
Ratio of expenses to average net assets
  excluding interest expense(d)(e)                                 1.95%
Ratio of net investment income to average net assets(d)            2.97%
Portfolio turnover rate                                              48%
Average commission rate paid                                     $.0132


(a)  Commencement of operations.

(b)  Based on average shares outstanding.

(c)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period. Initial sales charge or contingent 
deferred sales charge is not reflected in the calculation of total investment 
return. Total investment return for a period of less than one year is not 
annualized.

(d)  Annualized.

(e)  Net of interest expense of .01%, .02%, respectively, since inception on 
loan agreement (See Note E).

(f)  For fiscal years beginning on or after September 1, 1995, a Fund is 
required to disclose its average commission rate per share for trades on which 
commissions are charged. This amount includes commissions paid in foreign 
currencies, which have been converted into US dollars using the prevailing 
exchange rate on the date of the transaction. Such conversions may materially 
affect the rate shown.

(g) Commencement of distribution.


24


REPORT OF INDEPENDENT ACCOUNTANTS         ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF ALLIANCE WORLDWIDE PRIVATIZATION 
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 Worldwide Privatization 
Fund, Inc. (the "Fund") at June 30, 1997, the result of its operations for the 
year then ended, the changes in its net assets for the two years then ended and 
the financial highlights for the three years then ended and for the period June 
2, 1994 through June 30, 1994, 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 June 30, 1997 by correspondence with the 
custodian and brokers, and the application of alternative auditing procedures 
where confirmations from brokers were not received, provide a reasonable basis 
for the opinion expressed above.


PRICE WATERHOUSE LLP
New York, New York
August 15, 1997

FOREIGN TAX CREDIT (UNAUDITED)

The fund paid foreign taxes during the fiscal year ended June 30,1997, which it 
intends to pass through pursuant to Section 853 of the Internal Revenue Code to 
its shareholders.


25


                                          ALLIANCE WORLDWIDE PRIVATIZATION FUND
_______________________________________________________________________________

BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
DONALD J. ROBINSON (1)

OFFICERS
MARK H. BREEDON, SENIOR VICE PRESIDENT
KATHLEEN CORBET, SENIOR VICE PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
DAVID EDGERLY, VICE PRESIDENT
A. RAMA KRISHNA, VICE PRESIDENT
DANIEL V. PANKER, VICE PRESIDENT
FRANCIS REEVES, VICE PRESIDENT
JEAN VAN DE WALLE, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
VINCENT S. NOTO, CONTROLLER

CUSTODIAN
BROWN BROTHERS HARRIMAN & COMPANY
40 Water Street
Boston, MA 02109-3661

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

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

INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036-2798

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


(1)  Member of the Audit Committee.


26


THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________

FIXED INCOME
Alliance Bond Fund
    U.S. Government Portfolio
    Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance High Yield Fund
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust

TAX-FREE INCOME
Alliance Municipal Income Fund
    California Portfolio
    Insured California Portfolio
    Insured National Portfolio
    National Portfolio
    New York Portfolio
Alliance Municipal Income Fund II
    Arizona Portfolio
    Florida Portfolio
    Massachusetts Portfolio
    Michigan Portfolio
    Minnesota Portfolio
    New Jersey Portfolio
    Ohio Portfolio
    Pennsylvania Portfolio
    Virginia Portfolio

MONEY MARKET
AFD Exchange Reserves

GROWTH
The Alliance Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund
Alliance/Regent Sector Opportunity Fund

GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Real Estate Investment Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage Fund
Alliance Global Environment Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund

CASH MANAGEMENT SERVICES
ACM Institutional Reserves
    Government Portfolio
    Prime Portfolio
    Tax-Free Portfolio
    Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
    California Portfolio
    Connecticut Portfolio
    Florida Portfolio
    General Portfolio
    Massachusetts Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


27


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

ALLIANCE CAPITAL

THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS 
OF THE FUND.

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER, 
ALLIANCE CAPITAL MANAGEMENT L.P. 

WWPAR




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