ALLIANCE ALL MARKET ADVANTAGE FUND INC
N-30D, 1996-06-05
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ALLIANCE ALL-MARKET ADVANTAGE FUND


SEMI-ANNUAL REPORT
MARCH 31, 1996



LETTER TO SHAREHOLDERS                 ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

April 20, 1996

Dear Shareholder:

We are pleased to provide the semi-annual shareholder report for Alliance 
All-Market Advantage Fund, a closed-end fund trading under the New York Stock 
Exchange symbol 'AMO.' Your Fund's investment objective is to seek long-term 
growth of capital through all market conditions. AMO invests a majority of its 
assets in a core portfolio of equity securities of large, intensely researched, 
high quality companies that we believe are likely to achieve superior earnings 
growth. The core portfolio will typically consist of the 25 companies that are 
the most highly regarded at any point in time. The balance of the portfolio may 
be invested in equity securities of other U.S. and non-U.S. companies that we 
believe have exceptional growth potential.

FUND PERFORMANCE
The following pages include information that covers the period from October 1, 
1995, the beginning of the fiscal year, through March 31, 1996. During the six 
months, AMO paid two dividends totaling $0.912 per share and a year-end capital 
gains distribution of $1.155 per share. The Fund's net asset value (NAV) ended 
the period at $22.62 per share, down from $23.78 per share on September 30 of 
last year due primarily to the distributions just mentioned. The table below 
shows how the Fund performed during the periods ended March 31, 1996, and for 
comparison we've shown returns for the overall U.S. stock market, represented 
by the unmanaged S&P 500-stock Index, and for the Russell 1000 Growth Stock 
Index, which measures the performance of the 1,000 largest publicly traded U.S. 
stocks.

                                  TOTAL RETURN
                          PERIODS ENDED MARCH 31, 1996
                          SIX MONTHS     TWELVE MONTHS
                          ----------     -------------
AMO                          +5.06%         +28.39%
S&P 500                     +11.70%         +32.00%
RUSSELL 1000                +11.38%         +32.74%

TOTAL RETURNS FOR THE FUND ARE BASED ON THE NET ASSET VALUE AS OF 3/31/96.


MARKET DISCOUNT NARROWS OVER PERIOD
The Fund's market price ended the period at $19.875 per share, representing a 
12.1% discount to NAV. When we last reported, AMO's market price was trading at 
an 18% discount; as we stated at that time, we believed that AMO's investment 
flexibility, favorable net asset value performance and its policy to distribute 
2% of the NAV quarterly was not fully reflected in the Fund's share price. 
Though there is no absolute way to measure the impact of these factors, the 
narrowing of the discount over the past six months may indicate that AMO is 
gaining attention among investors.

SIX MONTHS IN REVIEW
Investment performance in the past six months benefited from a continued strong 
domestic equity market. AMO's portfolio was structured to take advantage of the 
general rise in prices by staying fully investing in stocks and, to a more 
limited extent, in options. The core of the portfolio benefited from favorable 
stock selection within the financial and technology sectors, where we have 
maintained overweight positions relative to the market. Within the financial 
sector-where growth rates of 12-15% can be bought at 9 to 11 times earnings-the 
Fund benefited from its holdings in Merrill Lynch, Citicorp, Norwest Bank, 
NationsBank and First Interstate. Within the technology sector, holdings in 
Hewlett-Packard, Microsoft, cisco Systems and Sterling Software provided 
incremental returns even though the technology sector underperformed the S&P 
500 Index during the period. Poor performance by Philip Morris, one of the 
Fund's largest holdings, was a drag on the six-month return, but we continue to 
be quite confident about the longer-term fundamental outlook for this company.

As of the end of March, our estimated earnings growth rate for the companies in 
the Fund was in excess of twice the market's growth rate for valuations that 
were slightly below those of the market. This is consistent with our investment 
philosophy of buying 'future' growth stocks at reasonable valuations. 
Additionally, given the Fund's intent to limit market risk by hedging we 
periodically use specialized investment techniques including short selling and 
options and futures contracts.


1



                                       ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

MARKET ENVIRONMENT AND OUTLOOK
In the first few months of 1996 the equity markets continued their advance 
despite a modest increase in bond yields. However, in the first few days of 
April the bond market had deteriorated more sharply and, with the yield on the 
long bond now approaching 7%, the advancement of the equity market has slowed. 
Recent employment figures might suggest that the economy is beginning to 
strengthen, carrying with it the potential for a rise in inflation. In our 
opinion, however, there is not yet sufficient evidence to support any revision 
of the 'moderate growth, moderate inflation' thesis which we, and probably most 
market participants, have shared up to this point. Moreover, even if some 
strength is developing, it is hard to believe that it will be of sufficient 
magnitude to significantly upset this thesis as U.S. consumers are still quite 
strapped and the key world economies are generally sluggish.

Consequently, we continue to believe that long bond yields of 6% to 7% 
adequately reflect a secular approach to inflation which we anticipate will be 
no greater than half that amount. This would leave a roughly equivalent 'real 
return' to bond investors. Similarly, although considerably higher than a year 
ago, we believe that the stock market still represents fair value. The market's 
earnings yield (the reciprocal of the current price earnings multiple of 16 
times) is about equal to the yield on the long bond.

We have stated before that we are impressed with the position of the U.S. in 
world markets. U.S. companies have engaged in significant cost cutting over the 
last decade and the pervasiveness of the computer has helped firmly establish 
our technology leadership. Moreover, with the dollar at still quite competitive 
levels, there is little reason for domestic or foreign investors to take a 
negative approach to the U.S. market. We certainly admit that U.S. equities are 
unlikely to reap the gains of 1995; however, it is not unreasonable to believe 
that the moderate growth, moderate inflation environment could help produce 
another year of double-digit returns.

Thank you for your continued interest in Alliance All-Market Advantage Fund. We 
look forward to reporting to you again on market activity and the Fund's 
investment results later in the year.

Sincerely,

John D. Carifa
Chairman and President

Alfred Harrison
Senior Vice President

Michael J. Reilly
Portfolio Manager


2



TEN LARGEST HOLDINGS*
MARCH 31, 1996 (UNAUDITED)             ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

COMPANY                                         VALUE     PERCENT OF NET ASSETS
- -------------------------------------------------------------------------------
cisco Systems, Inc.                         $ 2,471,787              4.4%
Applied Materials, Inc.                       2,354,062              4.2
Philip Morris Cos., Inc. (a)                  2,236,000              3.9
McDonald's Corp. (a)                          2,014,437              3.6
Walt Disney Co. (a)                           1,819,437              3.2
Federal National Mortgage Association (a)     1,796,687              3.2
NationsBank Corp. (a)                         1,772,600              3.1
Merrill Lynch & Co. (a)                       1,736,000              3.1
Amgen, Inc. (a)                               1,625,000              2.9
Hewlett Packard Co. (a)                       1,591,850              2.8
                                            $19,417,860             34.4%


*   Excludes short-term obligations.
(a) Adjusted for market value of call options purchased.


3



PORTFOLIO OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)             ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

                                                 SHARES          VALUE
- ------------------------------------------------------------------------
COMMON STOCKS-74.6%
TECHNOLOGY-22.4%
COMMUNICATION EQUIPMENT-7.0%
cisco Systems, Inc.* (a)                         53,300       $2,471,787
Ericsson (LM)Tel-SPADR                           37,410          799,639
Tellabs, Inc.*                                   15,000          725,625
                                                              ----------
                                                               3,997,051

COMPUTER HARDWARE-3.1%
Compaq Computer Corp.* (a)                       24,700          954,038
Hewlett-Packard Co. (a)                           8,400          789,600
                                                              ----------
                                                               1,743,638

COMPUTER SOFTWARE & SERVICES-8.1%
First Data Corp. (a)                             15,000        1,057,500
Microsoft Corp.*                                 10,000        1,031,250
Sterling Software, Inc. (a)                      20,000        1,410,000
3Com Corp.*                                      27,000        1,076,625
                                                              ----------
                                                               4,575,375

SEMI-CONDUCTORS & EQUIPMENT-4.2%
Applied Materials, Inc.* (a)                     67,500        2,354,062
                                                              ----------
                                                              12,670,126


CONSUMER PRODUCTS & SERVICES-22.0%
AIRLINES-5.0%
KLMRoyal Dutch Air Lines NV                      23,400          813,150
Northwest Airlines, Inc.* (a)                    26,900        1,378,625
UALCorp.*                                         3,000          625,500
                                                              ----------
                                                               2,817,275

BROADCASTING & CABLE-5.5%
Airtouch Communications, Inc.*                   17,500          544,688
Cox Communications, Inc. Cl.A* (a)               51,000        1,115,625
Tele Communications - TCIGP-A* (a)               63,100       $1,171,294
Tele Comm-Liberty Media GR-A*                    10,000          263,750
                                                              ----------
                                                               3,095,357

COSMETICS & TOILETRIES-1.8%
Colgate-Palmolive Co.                             7,500          584,063
Gillette Co.                                      3,000          155,250
Kimberly-Clark Corp.                              4,000          298,000
                                                              ----------
                                                               1,037,313

ENTERTAINMENT-2.3%
Walt Disney Co. (a)                              20,500        1,309,437

FOOD PROCESSING-0.9%
Pioneer Hi-Bred International, Inc.              10,000          526,250

RESTAURANTS-4.7%
ITTCorp.* (a)                                    24,500        1,470,000
McDonald's Corp. (a)                             25,000        1,200,000
                                                              ----------
                                                               2,670,000

TOBACCO-1.8%
Philip Morris Cos., Inc. (a)                     11,500        1,009,125
                                                              ----------
                                                              12,464,757

FINANCE-17.4%
BANKING - REGIONAL-6.8%
Chase Manhattan Corp.                             4,000          294,000
First Union Corp.                                10,000          605,000
MBNACorp.                                        30,000          888,750
NationsBank Corp. (a)                            18,800        1,506,350
Norwest Corp.                                    15,000          551,250
                                                              ----------
                                                               3,845,350

FINANCIAL SERVICES - DIVERSIFIED-2.6%
Household International, Inc.                     5,000          336,250
Merrill Lynch & Co., Inc. (a)                     19,000        1,154,250
                                                              ----------
                                                               1,490,500


4



                                       ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

                                                 SHARES          VALUE
- ------------------------------------------------------------------------
INSURANCE-3.4%
American International Group, Inc.                7,700       $  720,913
General Re Corp. (a)                              6,300          918,225
Travelers Group, Inc.                             4,000          264,000
                                                              ----------
                                                               1,903,138

MORTGAGE BANKING-4.6%
Green Tree Financial Corp. (a)                   28,000          962,500
Federal National Mortgage Association (a)        51,700        1,647,937
                                                              ----------
                                                               2,610,437
                                                              ----------
                                                               9,849,425


HEALTHCARE-9.6%
BIOTECHNOLOGY-0.5%
Amgen, Inc.*                                      5,000          290,625

MEDICAL PRODUCTS-5.2%
Baxter International, Inc. (a)                   20,500          927,625
Boston Scientific Corp.*                         15,800          726,800
Guidant Corp.                                    13,200          714,450
Johnson&Johnson                                   3,000          276,750
Medtronic, Inc. (a)                               5,000          298,125
                                                              ----------
                                                               2,943,750

MEDICAL SERVICES-3.1%
Columbia/HCAHealthcare Corp. (a)                 10,000          577,500
NCSHealthcare, Inc. Cl.A*                        15,200          372,400
United Healthcare Corp. (a)                      12,700          781,050
                                                              ----------
                                                               1,730,950

PHARMACEUTICALS-0.8%
Merck & Co., Inc.                                  3,000          186,750
Schering-Plough Corp.                             5,000          290,625
                                                              ----------
                                                                 477,375
                                                              ----------
                                                               5,442,700


CAPITAL GOODS-2.3%
MACHINERY-2.3%
Case Corp.                                       10,200          518,925
Deere &Co. (a)                                   19,000          793,250
                                                              ----------
                                                               1,312,175



                                                 SHARES
                                                   OR
                                                CONTRACTS        VALUE
- ------------------------------------------------------------------------
UTILITIES-0.9%
TELEPHONE UTILITY-0.9%
AT & TCorp.                                         9,000      $   551,250
Total Common Stocks (cost $39,355,944)                        42,290,433

CALL OPTIONS PURCHASED-31.4%*
Airtouch Communications, Inc.
  expiring Apr '96 @$22.50                          550          481,250
  expiring Jan '97 @ $20                            150          183,750
American International Group, Inc.
  expiring May '96 @$80                             115          164,594
Amgen, Inc.
  expiring Jan '97 @$27.50                          290          924,375
  expiring Jan '97 @$40                             200          410,000
AT&TCorp. 
  expiring Jan. '97@$45                             300          517,500
Baxter International, Inc. 
  expiring Aug '96 @ $35                            190          206,625
Boeing Co. 
  expiring May '96 @$65                             100          218,750
Carnival Corp.
  expiring Jul '96 @$22.50                           80           44,000
Chase Manhattan Corp.
  expiring Jan '97 @$35                              75          288,750
Citicorp
  expiring Jan '97 @$40                             220          888,250
Federal National Mortgage Association
  expiring Jan '97 @$17.50                          100          148,750
First Interstate Bancorp
  expiring Apr '96 @ $95                             70          553,000
General Electric Co.
  expiring Jan '97 @$40                             230          885,500
General ReCorp.
  expiring Jun '96 @ $135                            40           53,500
Gillette Co. 
  expiring Jan '97 @$35                             290          522,000


5



PORTFOLIO OF INVESTMENTS (CONTINUED)   ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

                                                CONTRACTS        VALUE
- ------------------------------------------------------------------------
Hewlett-Packard Co.
  expiring Jan '97 @$45                             100       $  501,250
  expiring Jan '97 @$52.50                           70          301,000
Intel Corp.
  expiring Jan '97 @$32.50                          248          644,800
International Business Machines Corp.
  expiring Jul '96 @$85                              70          196,875
Johnson &Johnson 
  expiring Jan '97 @$75                              80          161,000
Marriott International, Inc.
  expiring Jan '97 @$20                             120          339,000
McDonald's Corp.
  expiring Jan '97 @$30                             415          814,437
Merck &Co., Inc.
  expiring Jan '97 @$40                             160          380,000
Merrill Lynch &Co., Inc.
  expiring Jan '97 @$40                             260          581,750
Monsanto Co.
  expiring Jan '97 @$100                             60          338,250
NationsBank Corp.
  expiring Jan '97 @$45                              75          266,250
Norwest Corp.
  expiring Jul '96 @$25                             700          818,125
PepsiCo., Inc.
  expiring Jan '97 @$35                             475        1,395,312
Perkin-Elmer Corp.
  expiring Jun '96 @$30                             300          742,500
Pfizer, Inc.
  expiring Jan '97 @$35                             150          489,375
Philip Morris Cos., Inc.
  expiring Jan '97 @$50                             289        1,083,750
  expiring Jan '97 @ $60                             50          143,125
Schering-Plough Corp., 
  expiring Jan '97 @ $40                            150          284,063
Seagate Technology, Inc.
  expiring Sep '96 @$47.50                          100          117,500
Sterling Software, Inc.
  expiring Jun '96 @$45                              50          130,625
Tele Comm-Liberty Media GR-A
  expiring Jul '96 @ $22.50                         180           82,125



                                              CONTRACTS OR
                                                PRINCIPAL
                                                  VALUE
                                                   (000)         VALUE
- ------------------------------------------------------------------------
Travelers Group, Inc.
  expiring Jun '96 @$45                             215      $   462,250
UALCorp.
  expiring May '96 @$160                             30          149,625
  expiring May '96 @ $170                            50          204,375
United Healthcare Corp.
  expiring Jun '96 @ $45                             85          146,625
Walt Disney Co.
  expiring Jan '97 @$40                             200          510,000
Total Call Options Purchased 
  (cost $15,582,572)                                          17,774,581

PUT OPTIONS PURCHASED-0.8%*
Motorola, Inc.
  expiring Apr '96 @$65                             180          216,000
  expiring Jul '96 @$65                              90          110,250
Standard &Poor's 500 Index 
  expiring Apr '96 @$645                            175          166,250
Total Put Options Purchased
  (cost $542,835)                                                492,500

COMMERCIAL PAPER-3.9%
Prudential Funding Corp.,
  5.43%, 4/01/96 
  (cost $2,216,000)                              $2,216        2,216,000

TOTAL INVESTMENTS-110.7%
  (cost $57,697,351)                                          62,773,514

CALL OPTIONS WRITTEN-(0.5%)*
Applied Materials, Inc.
  expiring May '96 @$40                             120          (12,000)
cisco Systems, Inc.
  expiring Apr '96 @$47.50                           50           (9,375)
Citicorp 
  expiring Apr '96 @ $80                             90          (18,000)
First Interstate Bancorp
  expiring Apr '96 @ $170                            35          (21,875)
Hewlett-Packard Co.
  expiring Apr '96 @ $100                            30           (3,375)
Seagate Technology, Inc.
  expiring Sep '96 @$70                             100          (22,500)


6



                                       ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

                                                CONTRACTS
                                                    OR
                                                  SHARES         VALUE
- -------------------------------------------------------------------------
Standard & Poor's 500 Index 
  expiring Apr '96 @ $665                           100       $  (25,000)
UALCorp.
  expiring May '96 @$190                             30          (72,000)
  expiring May '96 @$195                             50         (101,250)
Total Call Options Written 
  (premiums received $184,951)                                  (285,375)

SECURITIES SOLD SHORT-(7.1%)*
Advanced Micro Devices, Inc.                     34,600         (596,850)
Caterpillar, Inc.                                 7,000         (476,000)
Cummins Engine Co., Inc.                         16,000         (646,000)
Cyrix Corp.                                      16,000         (382,000)


                                                 SHARES          VALUE
- -------------------------------------------------------------------------
Georgia-Pacific Corp.                            10,000      $  (693,750)
Phelps Dodge Corp.                                7,500         (514,688)
Weyerhaeuser Co.                                 16,000         (738,000)
Total Securities Sold Short 
  (proceeds $4,256,052)                                       (4,047,288)

TOTAL INVESTMENTS, NET OF OUTSTANDING
  CALL OPTIONS WRITTEN AND
  SECURITIES SOLD SHORT-103.1%                                $58,440,851
Other assets less liabilities-(3.1%)                          (1,778,904)

NET ASSETS-100%                                               $56,661,947


*   Non-income producing.

(A) Security, or portion thereof, has been segregated to collateralize short 
sales and options. This collateral has a total market value of approximately 
$21,405,394.

    Glossary of Terms:
    ADR - American Depository Receipt.

    See notes to financial statements.


7



STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNAUDITED)             ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $57,697,351)           $62,773,514
  Cash                                                                 164,933
  Receivable for investment securities sold                          2,798,868
  Dividends receivable                                                  66,265
  Deferred organization expenses and other assets                       41,749
  Total assets                                                      65,845,329

LIABILITIES
  Securities sold short, at value (proceeds $4,256,052)              4,047,288
  Outstanding call options written, at value 
    (premiums received $184,951)                                       285,375
  Payable for investment securities purchased                        3,579,292
  Dividend payable                                                   1,092,180
  Advisory fee payable                                                  59,208
  Administration fee payable                                            12,140
  Accrued expenses and other liabilities                               107,899
  Total liabilities                                                  9,183,382

NET ASSETS                                                         $56,661,947

COMPOSITION OF NET ASSETS
  Capital stock, at par                                            $    25,050
  Additional paid-in capital                                        49,343,315
  Distributions in excess of net investment income                  (2,965,039)
  Accumulated net realized gain                                      5,074,118
  Net unrealized appreciation of investments, short sales and
    options written                                                  5,184,503
                                                                   $56,661,947

NET ASSET VALUE PER SHARE (based on 2,505,000 shares outstanding)       $22.62


See notes to financial statements.


8



STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________
 
INVESTMENT INCOME
  Dividends                                             $151,164 
  Interest                                                21,761    $  172,925
    
EXPENSES
  Advisory fee                                           543,513 
  Administration fee                                      72,456 
  Custodian                                               71,392 
  Audit and legal                                         49,505 
  Shareholder servicing                                   28,983 
  Dividends on securities sold short                      28,350 
  Transfer agency                                         17,820 
  Printing                                                12,993 
  Directors' fees                                         12,881 
  Registration                                             7,430 
  Amortization of organization expenses                    2,006 
  Miscellaneous                                            7,076 
  Total expenses before interest                         854,405 
  Interest expense                                        52,583 
  Total expense                                                        906,988
  Net investment loss                                                 (734,063)
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on long transactions                             6,474,288
  Net realized loss on short sale transactions                        (230,924)
  Net realized loss on option transactions                          (1,793,221)
  Net change in unrealized appreciation of investments,
    short sales and options written                                 (1,437,969)
  Net gain on investments                                            3,012,174
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $2,278,111
    
    
See notes to financial statements.


9



STATEMENT OF CHANGES IN NET ASSETS     ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

                                                 SIX MONTHS ENDED  NOV. 4,1994*
                                                   MARCH 31, 1996       TO
                                                     (UNAUDITED)   SEP. 30,1995
                                                    -------------  ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment loss                                $  (734,063)  $  (229,164)
  Net realized gain on investment, short sale and 
    option transactions                                4,450,143     7,496,386
  Net change in unrealized appreciation of 
    investments, short sales and options written      (1,437,969)    6,622,472
  Net increase in net assets from operations           2,278,111    13,889,694

DIVIDENDSAND DISTRIBUTIONS TO SHAREHOLDERS:
  Dividends from net investment income                (2,283,559)           -0-
  Distributions from net realized gain on 
    investments                                       (2,893,275)   (3,697,389)

COMMON STOCK TRANSACTIONS
  Net proceeds from sale of shares of common stock            -0-   50,000,000
  Offering costs charged to additional 
    paid-in capital                                           -0-     (731,635)
  Total increase (decrease)                           (2,898,723)   59,460,670

NET ASSETS
  Beginning of period                                 59,560,670       100,000
  End of period                                      $56,661,947   $59,560,670
    
    
*  Commencement of operations.
   See notes to financial statements.


10



NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 (UNAUDITED)             ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance All-Market Advantage Fund, Inc. (the 'Fund') was incorporated under 
the laws of the state of Maryland on August 16, 1994 and is registered under 
the Investment Company Act of 1940 as a non-diversified, closed-end management 
investment company. On October 27, 1994, the Fund sold 5,000 shares of common 
stock for $100,000 to Alliance Capital Management L.P. (the 'Investment 
Adviser'). The Fund commenced operations on November 4, 1994. The following is 
a summary of significant accounting policies followed by the Fund.

1. SECURITY VALUATION
Portfolio securities traded on a national securities exchange are valued at the 
closing price on such exchange on the day of valuation or, if no such closing 
price is available, at the mean of the bid and asked price quoted on such day. 
Listed securities not traded and securities traded in the over-the-counter 
market are valued at the mean between the most recently quoted bid and asked 
price provided by the principal market makers. Options are valued at market 
value or fair value, if no market exists, using methods determined by the Board 
of Directors. Securities for which market quotations are not readily available 
and illiquid securities which are subject to limitations as to their resale are 
valued in good faith, at fair value, using methods determined by the Board of 
Directors. Securities which mature in 60 days or less are valued at amortized 
cost, which approximates market value, unless this method does not represent 
fair value.

2. 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 provision for federal income or excise taxes are 
required.

3. ORGANIZATION EXPENSES
Organization expenses of approximately $20,000 have been deferred and are being 
amortized on a straight-line basis through November, 1999.

4. INVESTMENT INCOME AND INVESTMENT TRANSACTIONS
Dividend income (or expense on securities sold short) is recorded on the 
ex-dividend date. Investment transactions are accounted for on the date 
securities are purchased or sold. Investment gains and losses are determined on 
the identified cost basis.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date. Income dividends and capital gains distributions are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles.

NOTE B: ADVISORY, ADMINISTRATIVE FEES AND OTHER AFFILIATED TRANSACTIONS
Under the terms of an Investment Advisory Agreement, the Fund pays the 
Investment Advisor a monthly fee at an annualized rate of 1.50% of the Fund's 
average weekly net assets (the 'Basic Fee') and an adjustment to the Basic Fee 
based upon the investment performance of the Fund in relation to the investment 
record of the Russell 1000 Growth Index for certain prescribed periods. The 
Basic Fee, as adjusted, will range between 1.20% and 1.80% annualized of the 
Fund's average net assets. In addition the Investment Adviser received a 
performance fee of .30% of the Fund's average net assets for the period of 
November 4, 1994 through October 31, 1995.

Under the terms of the Administrative Agreement, the Fund pays its 
Administrator, Alliance Capital Management L.P., a monthly fee equal to the 
annualized rate of .25 of 1% of the Fund's average weekly net assets. The 
administrator provides administrative functions to the Fund as well as other 
clerical services. The Administrator also prepares financial and regulatory 
reports for the Fund.

Brokerage commissions paid for the six months ended March 31, 1996 on 
investment transactions amounted to $191,549, none of which was paid to 
affiliated brokers.

NOTE C: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments 
and short-term options) aggregated $54,214,216 and $61,197,593, respectively, 
for the six months ended March 31, 1996.


11



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

At March 31, 1996, the cost of investments for federal income tax purpose was 
$57,796,811. Accordingly, gross unrealized appreciation of investments was 
$7,090,137 and gross unrealized depreciation of investments was $2,113,434 
resulting in net unrealized appreciation of $4,976,703.

1. OPTIONS TRANSACTIONS
For hedging purposes, the Fund purchases and writes (sells) covered put and 
call options on U.S. securities that are traded on U.S. securities exchanges 
and over-the-counter markets and options on market indices.

The risk associated with purchasing an option is that the Fund pays a premium 
whether or not the option is exercised. Additionally, the Fund bears the risk 
of loss of premium and change in market value should the counterparty not 
perform under the contract. Put and call options purchased are accounted for in 
the same manner as portfolio securities. The cost of securities acquired 
through the exercise of call options is increased by premiums paid. The 
proceeds from securities sold through the exercise of put options are decreased 
by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as 
a liability and is subsequently adjusted to the current market value of the 
option written.

Premiums received from writing options which expire unexercised are recorded by 
the Fund on the expiration date as realized gains from option transactions. The 
difference between the premium and the amount paid on effecting a closing 
purchase transaction, including brokerage commissions, is also treated as a 
realized gain, or if the premium is less than the amount paid for the closing 
purchase transaction, as a realized loss. If a written call option is 
exercised, the premium is added to the proceeds from the sale of the underlying 
security in determining whether the Fund has realized a gain or loss. If a 
written put option is exercised, the premium reduces the cost basis of the 
security purchased by the Fund. In writing covered options, the Fund bears the 
market risk of an unfavorable change in the price of the security underlying 
the written option. Exercise of an option written by the Fund could result in 
the Fund selling or buying a security at a price different from the current 
market value.

Transactions in options written for the six months ended March 31, 1996 were as 
follows:

                                                         NUMBER      PREMIUMS
                                                     OF CONTRACTS    RECEIVED
                                                     ------------   -----------
Options outstanding at beginning of period                 370      $   73,205
Options written                                          5,180       1,437,296
Options terminated in closing purchase transactions     (3,905)     (1,119,415)
Options expired                                         (1,040)       (206,135)
Options outstanding at March 31, 1996                      605      $  184,951
   
   
2. SECURITIES SOLD SHORT
The Fund may sell securities short. A short sale is a transaction in which the 
Fund sells securities it does not own, but has borrowed, in anticipation of a 
decline in the market price of the securities. The Fund is obligated to replace 
the borrowed securities at their market price at the time of replacement. The 
Fund's obligation to replace the securities borrowed in connection with a short 
sale will be partially secured by collateral deposited with the broker. In 
addition, the Fund will consider the short sale to be a borrowing by the Fund 
that is subject to the asset requirements of the 1940 Act. Short sales by the 
Fund involve certain risks and special considerations. Possible losses from 
short sales differ from losses that could be incurred from a purchase of a 
security because losses from short sales may be unlimited, whereas losses from 
purchases can not exceed the total amount invested. The Fund is currently 
paying an interest expense of 8.25% on the market value of the short sales.

NOTE D: CAPITAL STOCK
There are 300,000,000 shares of $.01 par value common stock authorized. Of the 
2,505,000 shares outstanding at March 31, 1996, the Adviser owned 5,000 shares. 
In addition to the shares issued to the Investment Adviser, an initial public 
offering of the Fund's shares resulted in the issuance of 2,500,000 shares of 
the Fund's common stock for net proceeds of $50,000,000.


12



FINANCIAL HIGHLIGHTS                   ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF COMMON STOCK OUTSTANDING THROUGHOUT THE PERIOD

                                                 SIX MONTHS ENDED  NOV. 4,1994*
                                                   MARCH 31, 1996   TO SEP. 30,
                                                     (UNAUDITED)       1995
                                                   --------------  ------------
Net asset value, beginning of period                  $23.78        $19.70+
   
INCOME FROM INVESTMENT OPERATIONS
Net investment loss                                     (.27)         (.09)
Net realized and unrealized gain on investments         1.18          5.65
Net increase in net asset value from operations          .91          5.56
   
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                    (.91)           -0-
Distributions from net realized gains                  (1.16)        (1.48)
Total distributions                                    (2.07)        (1.48)
Net asset value, end of period                        $22.62        $23.78
Market value, end of period                           $19.875       $19.50
   
TOTAL RETURN
Total investment return based on: (a)
  Market value                                         12.87%         5.46%
  Net asset value                                       5.06%        28.60%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)            $56,662       $59,561
Ratio of expenses to average net assets                 3.25%(b)      2.00%(b)
Ratio of expenses to average net assets 
  excluding interest expense                            2.94%(b)      2.00%(b)
Ratio of net investment loss to average net assets     (2.53)%(b)     (.48)%(b)
Portfolio turnover rate                                  108%          140%
Average commission rate paid                          $.0606           $-0-


*    Commencement of operations.

+    Net of offering costs of $.30.

(a)  Total investment return is calculated assuming a purchase of common stock 
on the opening of the first day and a sale on the closing of the last day of 
each period reported. Dividends and distributions, if any, are assumed for 
purposes of this calculation, to be reinvested at prices obtained under the 
Fund's dividend reinvestment plan. Generally, total investment return based on 
net asset value will be higher than total investment return based on market 
value in periods where there is an increase in the discount or a decrease in 
the premium of the market value to the net asset value from the beginning to 
the end of such periods. Conversely, total investment return based on the net 
asset value will be lower than total investment return based on market value in 
periods where there is a decrease in the discount or an increase in the premium 
of the market value to the net asset value from the beginning to the end of 
such periods. Total return for a period of less than one year is not annualized.

(B)  Annualized.


13



                                       ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

SUPPLEMENTAL PROXY INFORMATION
The Annual Meeting of Shareholders of the Alliance All-Market Advantage Fund, 
Inc. was held on Tuesday, January 9, 1996. The description of each proposal and 
number of shares are as follows:

                                                                   SHARES VOTED
                                                          SHARES      WITHOUT
                                                        VOTED FOR    AUTHORITY
- -------------------------------------------------------------------------------
1. To elect directors:   Class One Directors 
                         (term expires 1998)
                         David H. Dievler               2,447,803      14,402
                         Clifford L. Michel             2,447,803      14,402

                         Class Two Directors
                         (term expires 1999)
                         John H. Dobkin                 2,447,803      14,402
                         William H. Foulk, Jr.          2,448,003      14,202
                         James Hester                   2,447,803      14,402

                         Class Three Directors
                         (term expires 1997)
                         John D. Carifa                 2,447,803      14,402
                         Ruth Block                     2,446,753      15,452
                         Robert C. White                2,447,803      14,402


                                            SHARES   SHARES VOTED  SHARES VOTED
                                          VOTED FOR     AGAINST       ABSTAIN
- -------------------------------------------------------------------------------
2. To ratify the selection of Price
   Waterhouse LLP as the Fund's 
   independent auditors for the Fund's
   fiscal year ending September 30,1996:  2,450,200      4,196        7,809


14



                                       ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
_______________________________________________________________________________

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)
ROBERT C. WHITE (1)

OFFICERS
ALFRED HARRISON, SENIOR VICE PRESIDENT
PETER W. ADAMS, VICE PRESIDENT
THOMAS BARDONG, VICE PRESIDENT
JACK KOLTES, VICE PRESIDENT
ERIC PERKINS, VICE PRESIDENT
JAMES G. REILLY, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
JOSEPH J. MANTINEO, CONTROLLER

ADMINISTRATOR
ALLIANCE CAPITAL MANAGEMENT L.P.
1345 Avenue of the Americas
New York, NY 10105

DIVIDEND PAYING AGENT, TRANSFER
AGENT AND REGISTRAR
THE BANK OF NEW YORK
101 Barclay Street
New York, NY 10286

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

CUSTODIAN
THE BANK OF NEW YORK
48 Wall Street
New York, NY 10286


(1)  Member of the Audit Committee.

     Notice is hereby given in accordance with Section 23(c) of the Investment 
Company Act of 1940 that the Fund may purchase at market prices from time to 
time shares of its Common Stock in the open market.

     This report, including the financial statements herein, is transmitted to 
the shareholders of Alliance All-Market Advantage Fund, Inc. for their 
information. The financial information included herein is taken from the 
records of the Fund. This is not a prospectus, circular or representation 
intended for use in the purchase of shares of the Fund or any securities 
mentioned in this report.

     The financial information included herein is taken from the records of the 
Fund without audit by independent accountants who do not express an opinion 
thereon.


15



ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
Summary of General Information

SHAREHOLDER INFORMATION
Daily market prices for the Fund's shares are published in the New York Stock 
Exchange Composite Transaction section of newspapers under the designation 
'AllncAll'. The Fund's NYSE trading symbol is 'AMO'. Weekly comparative net 
asset value (NAV) and market price information about the Fund is published each 
Monday in THE WALL STREET JOURNAL, and each Saturday in BARRON'S and THE NEW 
YORK TIMES, as well as other newspapers ina table called 'Closed-End Funds'. 
Additional information about the Fund is available by calling 1-800-221-5672.

DIVIDEND REINVESTMENT PLAN
All shareholders whose shares are registered in their own names will have all 
distributions reinvested automatically in additional shares, unless a 
shareholder elects to receive cash.

Shareholders whose shares are held in the name of a broker or nominee will 
automatically have distributions reinvested by the broker or nominee in 
additional shares under the Plan, unless the automatic reinvestment service is 
not provided by the particular broker or nominee or the Shareholder elects to 
receive distributions in cash.

The Plan provides you with a convenient way to reinvest your dividends and 
capital gains in additional shares of the Fund, thereby enabling you to 
compound your returns from the Fund.

A brochure describing the Plan is available from the Plan Agent, The Bank of 
New York, by calling 1-800-432-8224.



ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 Avenue of the Americas
New York, New York 10105

ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.

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

AMASR



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