ALLIANCE ALL MARKET ADVANTAGE FUND INC
DEF 14A, 1996-12-02
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<PAGE>

                    SCHEDULE 14A INFORMATION
        Proxy Statement Pursuant to Section 14(a) of the
                 Securities Exchange Act of 1934

                       (Amendment No. __)

Filed by the Registrant    /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/  /     Preliminary Proxy Statement
/  /     Confidential, for Use of the Commission
         Only (as permitted by Rule 14a-6(e)(2))
/X /     Definitive Proxy Statement
/  /     Definitive Additional Materials
/  /     Soliciting Material Pursuant to Section 240.14a-11(c) or
         Section 240.14a-12

            Alliance All-Market Advantage Fund, Inc.
- ----------------------------------------------------------------
        (Name of Registrant as Specified In Its Charter)


- ----------------------------------------------------------------
           (Name of Person(s) Filing Proxy Statement, 
                  if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X /     No fee required
/  /     Fee computed on table below per Exchange Act Rule 14a-
         6(i)(1) and 0-11.

         (1)  Title of each class of securities to which
         transaction applies:
- ----------------------------------------------------------------
         (2)  Aggregate number of securities to which transaction
         applies:
- ----------------------------------------------------------------
         (3)  Per unit price or other underlying value of
         transaction computed pursuant to Exchange Act Rule 0-11
         (Set forth the amount on which the filing fee is
         calculated and state how it was determined):
- ----------------------------------------------------------------
         (4)  Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
         (5)  Total fee paid:
- ----------------------------------------------------------------
/   /    Fee paid previously with preliminary materials.
/   /    Check box if any part of the fee is offset as provided
         by Exchange Act Rule 0-11(a)(2) and identify the filing
         for which the offsetting fee was paid previously.



<PAGE>

         Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its
         filing.

              (1)  Amount Previously Paid:

              (2)  Form, Schedule or Registration Statement No.:

              (3)  Filing Party:

              (4)  Date Filed:



<PAGE>


<PAGE>
 
[LOGO OF ALLIANCE 
CAPITAL APPEARS HERE]                  ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
- -------------------------------------------------------------------------------
 
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 432-8224
- -------------------------------------------------------------------------------
 
                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
                                JANUARY 9, 1997
 
To the Stockholders of Alliance All-Market Advantage Fund, Inc.:
 
  Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Alliance All-Market Advantage Fund, Inc. (the "Fund") will be
held at the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Thursday, January 9, 1997 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated December 2, 1996:
 
  1. To elect four Directors of the Fund, three of whom to hold office for a
term of three years and one of whom to hold office for a term of one year and,
in each case, until his or her successor is duly elected and qualified;
 
  2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending September 30, 1997; and
 
  3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on November 22, 1996 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.
 
                                          By Order of the Board of Directors,
 
                                          Edmund P. Bergan, Jr.
                                           Secretary
 
New York, New York
December 2, 1996
 
- -------------------------------------------------------------------------------
                            YOUR VOTE IS IMPORTANT
 
  PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
  (R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
 
                                PROXY STATEMENT
 
                   ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
 
                          1345 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10105
 
                               ----------------
 
                        ANNUAL MEETING OF STOCKHOLDERS
 
                                JANUARY 9, 1997
 
                               ----------------
 
                                 INTRODUCTION
 
  This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance All-Market Advantage
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices
of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, on Thursday, January 9, 1997 at 11:00 a.m. The solicitation will be by
mail and the cost will be borne by the Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about December
2, 1996.
 
  The Board of Directors has fixed the close of business on November 22, 1996
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Fund as of November 22, 1996 consisted of
2,505,000 shares of common stock, each share being entitled to one vote. All
properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies will be voted for the election of four Directors and for the
ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants for its fiscal year ending September 30, 1997. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund at 1345 Avenue
of the Americas, New York, New York 10105, by signing another proxy of a later
date or by personally voting at the Meeting.
 
  A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting or, even if a quorum is so represented, in the
event that sufficient votes in favor of any proposal set forth in the Notice
of Meeting are not received by January 9, 1997, the persons named as proxies
may propose and vote for one or more adjournments of the Meeting with no other
notice than announcement at the Meeting, and further solicitation of proxies
with respect to such proposal may be made. Shares represented by proxies
indicating a vote against any proposal will be voted against adjournment.
<PAGE>
 
                                 PROPOSAL ONE
 
                             ELECTION OF DIRECTORS
 
  At the Meeting, three Directors will be elected to serve for terms of three
years and one Director will be elected to serve a term of one year and, in
each case, until their successors are elected and qualified. The affirmative
vote of a plurality of the votes cast at the Meeting is required to elect a
Director. It is the intention of the persons named in the enclosed proxy to
nominate and vote in favor of the election of the persons listed below.
 
  Pursuant to the Articles of Incorporation and By-Laws of the Fund, the Board
of Directors has been divided into three classes. The terms of office of the
members of Class Three will expire as of the Meeting, the terms of office of
the members of Class One will expire as of the annual meeting of stockholders
to be held in 1998 and the terms of office of the members of Class Two will
expire as of the annual meeting of stockholders to be held in 1999. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Messrs.
John D. Carifa, Robert C. White and Ms. Ruth Block are currently members of
Class Three. Messrs. David H. Dievler, Donald J. Robinson and Clifford L.
Michel are currently members of Class One and Messrs. John H. Dobkin, William
H. Foulk, Jr. and Dr. James M. Hester are currently members of Class Two.
 
  As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although, under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an anti-takeover provision, may make it more difficult for
the Fund's stockholders to change the majority of Directors and, thus, have
the effect of maintaining the continuity of management.
 
  At the Meeting, the Directors in Class Three, Messrs. John D. Carifa, Robert
C. White and Ms. Ruth Block, are standing for re-election. In addition, Mr.
Donald J. Robinson who was elected by the Board of Directors on July 16, 1996
as a Class One Director, will also stand for election by shareholders as a
member of Class One. Each nominee has consented to serve as a Director. The
Board of Directors knows of no reason why any of these nominees would be
unable to serve, but in the event of such inability the proxies received will
be voted for such substitute nominee as the Board of Directors may recommend.
 
                                       2
<PAGE>
 
  Certain information concerning the Fund's Directors and nominees for election
as Directors is set forth below.
 
<TABLE>
<CAPTION>
                                                                       NUMBER OF SHARES
        NAME, AGE, POSITIONS AND OFFICES                                 BENEFICIALLY
            WITH THE FUND, PRINCIPAL          YEAR FIRST   YEAR TERM   OWNED DIRECTLY OR
     OCCUPATIONS DURING THE PAST FIVE YEARS    BECAME A   AS DIRECTOR  INDIRECTLY AS OF
             AND OTHER DIRECTORSHIPS           DIRECTOR   WILL EXPIRE  NOVEMBER 22, 1996
     --------------------------------------   ---------- ------------- -----------------
 <C> <S>                                      <C>        <C>           <C>
   * John D. Carifa, Chairman of the
     Board and President, 51.
     President, Chief Operating
     Officer and a Director of                   1994        2000+            505
     Alliance Capital Management                         (Class Three)
     Corporation ("ACMC")++.........
 **+ Ruth Block, Director, 66. She
     was formerly an Executive Vice
     President and Chief Insurance
     Officer of The Equitable Life
     Assurance Society of the United
     States. She is a Director of                1994        2000+            -0-
     Ecolab Incorporated (specialty                      (Class Three)
     chemicals) and Amoco
     Corporation
     (oil and gas)..................
 **+ David H. Dievler, Director, 67.
     He was formerly Chairman of the
     Board of Directors of the Fund
     and a Senior Vice President of              1994        1998             500
     ACMC until December 1994.......                      (Class One)
 **+ John H. Dobkin, Director, 54.
     President of Historic Hudson
     Valley (historic preservation)
     since 1990. He was formerly                 1994        1999             -0-
     Director of the National                             (Class Two)
     Academy of Design. From 1987 to
     1992 he was a director of
     ACMC...........................
 **+ William H. Foulk, Jr.,
     Director, 64. He is an
     investment adviser and
     independent consultant. He was              1994        1999             500
     formerly Senior Manager of                           (Class Two)
     Barrett Associates, Inc., a
     registered investment adviser,
     since 1986.....................
 **+ Dr. James M. Hester, Director,
     72. President of The Harry
     Frank Guggenheim Foundation. He
     was formerly President of New
     York University and The New
     York Botanical Garden and                   1994        1999             645
     Rector of The United Nations                         (Class Two)
     University. He is also a
     Director of Union Carbide
     Corporation....................
</TABLE>
- --------
 * "Interested person," as defined in the Investment Company Act of 1940, as
   amended (the "Act"), of the Fund because of affiliation with Alliance
   Capital Management L.P. ("Alliance").
** Member of the Audit Committee.
 + Member of the Nominating Committee.
++ For purposes of this Proxy Statement, ACMC refers to Alliance Capital
   Management Corporation, the sole general partner of Alliance, and to the
   predecessor general partner of the same name.
 + If re-elected at the Meeting.
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
                                                                       NUMBER OF SHARES
        NAME, AGE, POSITIONS AND OFFICES                                 BENEFICIALLY
            WITH THE FUND, PRINCIPAL          YEAR FIRST   YEAR TERM   OWNED DIRECTLY OR
     OCCUPATIONS DURING THE PAST FIVE YEARS    BECAME A   AS DIRECTOR  INDIRECTLY AS OF
             AND OTHER DIRECTORSHIPS           DIRECTOR   WILL EXPIRE  NOVEMBER 22, 1996
     --------------------------------------   ---------- ------------- -----------------
 <C> <S>                                      <C>        <C>           <C>
 **+ Clifford L. Michel, Director,
     57. Partner of the law firm of
     Cahill Gordon & Reindel. He is
     Chief Executive Officer of
     Wenonah Development Company                 1994        1998            1,000
     (investments) and a Director of                      (Class One)
     Placer Dome, Inc. (mining).....
 **+ Donald J. Robinson, 62. He was
     formerly a partner at Orrick,
     Herrington & Sutcliffe since                1996       1998++             550
     prior to 1991 and is currently                       (Class One)
     counsel to that firm...........
 **+ Robert C. White, Director, 76.
     He was formerly Assistant
     Treasurer of Ford Motor Company
     and, until September 30, 1994,
     a Vice President and Chief                  1994        2000+             600
     Financial Officer of the Howard                     (Class Three)
     Hughes Medical Institute.......
</TABLE>
- --------
** Member of the Audit Committee.
 + Member of the Nominating Committee.
 + If re-elected at the Meeting.
++ If elected at the Meeting.
 
  During the fiscal year ended September 30, 1996, the Board of Directors met
four times, the Audit Committee met once for the purposes described below in
Proposal Two and the Nominating Committee did meet to elect Donald J. Robinson.
The Nominating Committee was constituted for the purpose of selecting and
nominating persons to fill any vacancies on the Board of Directors. The
Nominating Committee of the Fund does not currently consider candidates
proposed by stockholders for election as Directors.
 
                                       4
<PAGE>
 
  The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during its fiscal year
ended September 30, 1996, the aggregate compensation paid to each of the
Directors during the calendar year 1995 by all of the funds to which Alliance
provides investment advisory services (collectively, the "Alliance Fund
Complex") and the total number of funds in the Alliance Fund Complex with
respect to which each of the Directors serves as a director or trustee, are
set forth below. Neither the Fund nor any other fund in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
 
<TABLE>
<CAPTION>
                             AGGREGATE                                       TOTAL NUMBER
                            COMPENSATION                                   OF FUNDS IN THE
                           FROM THE FUND     TOTAL COMPENSATION FROM    ALLIANCE FUND COMPLEX,
                             DURING THE     THE ALLIANCE FUND COMPLEX,   INCLUDING THE FUND,
                         FISCAL YEAR ENDED     INCLUDING THE FUND,     AS TO WHICH THE DIRECTOR
    NAME OF DIRECTOR     SEPTEMBER 30, 1996 DURING CALENDAR YEAR 1995  IS A DIRECTOR OR TRUSTEE
    ----------------     ------------------ -------------------------- ------------------------
<S>                      <C>                <C>                        <C>
John D. Carifa..........       $    0                $      0                     50
Ruth Block..............       $3,762                $159,000                     37
David H. Dievler........       $3,762                $183,500                     43
John H. Dobkin..........       $3,820                $121,500                     30
William H. Foulk........       $3,820                $146,500                     31
James M. Hester.........       $3,762                $156,500                     38
Clifford L. Michel......       $3,762                $133,750                     38
Robert C. White.........       $3,773                $137,500                     36
Donald J. Robinson......       $  429                $ 66,500                     38
</TABLE>
 
  Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating, in the case of the Fund, that the Directors of the
Fund will each invest at least $10,000 in shares of the Fund before the end of
1997.
 
  As of November 22, 1996, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since November 1, 1994, none of
the Fund's Directors engaged in a purchase or sale of the securities of
Alliance or any of its parents or subsidiaries in an amount exceeding 1% of
the relevant class of outstanding securities.
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
 
                                 PROPOSAL TWO
 
                           RATIFICATION OF SELECTION
                          OF INDEPENDENT ACCOUNTANTS
 
  The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending September 30, 1997. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not "interested
persons" of the Fund as defined in the Act, at a meeting held on July 15,
1996. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. Price Waterhouse LLP has audited the
accounts of the Fund since the Fund's commencement of operations and does not
have any direct financial
 
                                       5
<PAGE>
 
interest or any material indirect financial interest in the Fund. A
representative of Price Waterhouse LLP is expected to attend the Meeting and
to have the opportunity to make a statement and to respond to appropriate
questions from the stockholders.
 
  The Audit Committee of the Board of Directors generally meets twice during
each fiscal year with representatives of Price Waterhouse LLP to discuss the
scope of the independent accountants' engagement and review the financial
statements of the Fund and the results of their examination thereof.
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
 
               INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS,
                     INVESTMENT ADVISER AND ADMINISTRATOR
 
  The principal officers of the Fund and their principal occupations during
the past five years are set forth below.
 
  John D. Carifa, Chairman of the Board and President (see Proposal One,
Election of Directors, at Page 3 for biographical information).
 
  Alfred Harrison, Senior Vice President, 59, is a Vice Chairman of the Board
of ACMC, with which he has been associated since prior to 1991.
 
  Peter W. Adams, Vice President, 57, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1991.
 
  Thomas Bardong, Vice President, 51, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1991.
 
  Daniel V. Panker, Vice President, 57, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1991.
 
  Jack Koltes, Vice President, 53, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1991.
 
  Michael J. Reilly, Vice President, 32, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1991.
 
  Mark D. Gersten, Treasurer and Chief Financial Officer, 46, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1991.
 
  Edmund P. Bergan, Jr., Secretary, 46, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1991.
 
  The address of Messrs. Carifa, Bardong and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Messrs. Harrison, Koltes,
 
                                       6
<PAGE>
 
and Reilly is c/o Alliance Capital Management L.P., 601 Second Avenue South,
Minneapolis, Minnesota 55402. The address of Mr. Adams is c/o Alliance Capital
Management L.P., 3201 Enterprise Parkway, Lakepoint Office Park, Suite 240,
Cleveland, Ohio 44122. The address of Mr. Gersten is c/o Alliance Capital
Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094.
 
  The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105.
 
                      SECTION 16(A) BENEFICIAL OWNERSHIP
                             REPORTING COMPLIANCE
 
  Section 30(f) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of the Fund and
the Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of shares of the Fund. For the fiscal year
ended September 30, 1996, an initial report on Form 3 was inadvertently filed
late by Alliance on behalf of Mr. Robinson, a Director of the Fund. The report
did not relate to any transactions.
 
                     SUBMISSION OF PROPOSALS FOR THE NEXT
                        ANNUAL MEETING OF STOCKHOLDERS
 
  Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Fund must be received by the Fund by August 4,
1997 for inclusion in the Fund's proxy statement and form of proxy card
relating to that meeting. The submission by a stockholder of a proposal for
inclusion in the proxy statement does not guarantee that it will be included.
Stockholder proposals are subject to certain regulations under federal
securities laws.
 
                                 OTHER MATTERS
 
  Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
 
                            REPORTS TO STOCKHOLDERS
 
  The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request
and without charge. To request a copy, please call Alliance Fund Services at
(800) 227-4618 or contact Susan Sorrentino at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
 
                                          By Order of the Board of Directors,
 
                                          Edmund P. Bergan, Jr.
                                           Secretary
 
December 2, 1996
New York, New York
 
                                       7
<PAGE>
 
 
 
<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                         PAGE
- ------------------------------------------------------------------------------
<S>                                                                       <C>
Introduction.............................................................   1
Proposal One: Election of Directors......................................   2
Proposal Two: Ratification of Selection of Independent Accountants.......   5
Information as to the Fund's Principal Officers, Investment Adviser and
 Administrator...........................................................   6
Section 16(a) Beneficial Ownership Reporting Compliance..................   7
Submission of Proposals for the Next Annual Meeting of Stockholders......   7
Other Matters............................................................   7
Reports to Stockholders..................................................   7
</TABLE>
                    ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
 
 
 
- --------------------------------------------------------------------------------

                   [LOGO OF ALLIANCE CAPITAL APPEARS HERE]

                        Alliance Capital Management L.P.

- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING 
OF STOCKHOLDERS AND 
PROXY STATEMENT 
JANUARY 9, 1997




<PAGE>

                            APPENDIX

            ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.

       PROXY FOR THE FIRST ANNUAL MEETING OF STOCKHOLDERS
                         JANUARY 9, 1997

                            P R O X Y


   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


    The undersigned hereby appoints each of Domenick Pugliese and
Carol H. Rappa as proxies, each with the power to appoint his or
her substitute, and authorizes each of them to represent and to
vote, as designated on the reverse hereof, all shares of Common
Stock of Alliance All-Market Advantage Fund, Inc. (the "Fund")
held of record by the undersigned on November 22, 1996 at the
Annual Meeting of Stockholders of the Fund to be held at 11:00
a.m., Eastern Standard Time, on January 9, 1997 at the offices of
the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, and at all adjournments thereof.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2.

                 (Continued and to be signed on the reverse side)

                        ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
                        P. O. BOX 11481
                        NEW YORK, N.Y. 10203-0481



<PAGE>

1.   Election of Directors             FOR all nominees    /  /
                                       listed below

     WITHHOLD AUTHORITY to    /  /     *EXCEPTIONS         /  /
     vote for all nominees
     listed below

                            NOMINEES:

     Class I to serve until 1998.    Donald J. Robinson

     Class III to serve until 2000.  John D. Carifa, Ruth Block,
                                     Robert C. White

     (INSTRUCTIONS: To withhold authority to vote for any
     individual nominee, mark the "Exceptions" box and write that
     nominee's name in the space provided below.)

     * Exceptions_______________________________________________

2.   Ratification of the selection of Price Waterhouse LLP as the
     independent accountants for the Fund for the fiscal year
     ending September 30, 1997.

     FOR      /  /      AGAINST    /  /       ABSTAIN     /  /

3.   In the discretion of such proxies, upon all such other
     business as may properly come before the First Annual
     Meeting or any adjournment thereof.

     CHANGE OF ADDRESS OR COMMENTS MARK HERE  /  /

     PLEASE SIGN THIS PROXY IN THE SPACE PROVIDED BELOW.
     EXECUTION BY STOCKHOLDERS WHO ARE NOT INDIVIDUALS MUST BE
     MADE BY AN AUTHORIZED SIGNATORY.

     Date:____________________________ 199_

     _______________________________________
                Name of Stockholder

     _______________________________________
                    Signature

     VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.    /  /

     PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
     ENVELOPE - NO POSTAGE IS REQUIRED.





00250205.AL4



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