ALLIANCE ALL ASIA INVESTMENT FUND INC
N-30D, 1996-01-08
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ALLIANCE ALL-ASIA INVESTMENT FUND

ANNUAL REPORT
OCTOBER 31, 1995

ALLIANCE
MUTUAL FUNDS WITHOUT THE MYSTERY.



LETTER TO SHAREHOLDERS                  ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

December 8, 1995

Dear Shareholder:

We are pleased to provide the first annual report to shareholders of Alliance 
All-Asia Investment Fund. The Fund seeks to provide long-term capital 
appreciation from a portfolio investing primarily in the equity securities of 
Asian-Pacific companies. The following pages include information that covers 
the period from November 28, 1994, when operations for the Fund began, through 
October 31, 1995, its fiscal year end.

In the table below, your Fund's performance during the fiscal year is compared 
with that of the overall stock markets of the Far East, represented by the 
unmanaged Morgan Stanley Pacific Index (MSCI PI), and with the Lipper Pacific 
Region Funds Average, which reflects performance of 38 funds (these funds have 
generally similar investment objectives to your Fund though some may have 
somewhat different investment policies):

                               Life of Fund Through October 31, 1995
                                    Total Return    Ending NAV
                                    ------------    ----------
  ALLIANCE ALL-ASIA INVESTMENT FUND
    Class A                             +4.50%        $10.45
    Class B                             +4.10%        $10.41
    Class C                             +4.10%        $10.41

  MSCI PI                               -5.79%
  LIPPER PACIFIC REGION FUNDS AVERAGE   -2.10%


The Fund's total returns are based on the net asset values of each class of 
shares as of October 31; additional investment results appear on page 3.

Over much of 1995 Fund performance has benefited from stock selection in Japan, 
Hong Kong, Thailand, and New Zealand and the overweighted position in Hong 
Kong. Performance was negatively affected by the Fund's underweighted positions 
in Australia and New Zealand at the beginning of the year.

VOLATILITY EXPECTED TO BE TEMPORARY
Asian stocks hit some turbulence in the past couple of months in what has been 
a rather lackluster year. It has seemed that anything that could go wrong in 
Asia has done so this fall. Japan has barely managed to remain in positive 
territory, while most other Asian markets are down 5-15%. While this is 
painful, all of the factors that caused the corrections should be temporary. 
Given the strong underlying fundamentals and attractive valuations, the 
corrections should prove to be rewarding buying opportunities.

One example of what went wrong in Asia was the slush fund scandal in Korea, 
when news broke that former president Roh Tae Woo had amassed a massive amount 
of secret funds while in office. As a result of the investigation, Korean 
stocks have been sold off. In particular, Korean global depository receipts 
(GDRs) have taken a big hit. Korea Mobile Telecom (KMT), one of the positions 
in the Fund, was at $40 a few weeks ago. At the time of writing it was trading 
at about $30 even though subscriber growth in the first ten months of 1995 was 
53% and valuations make it the cheapest telecom stock in Asia. We see this 
panic selling as temporary. When investors realize that individual company 
fundamentals are not affected by the scandal, the stocks should stage a strong 
recovery.

In Thailand, a trust fund issue has caused some turbulence in its stock market. 
Financial market officials in Thailand proposed last month to set up trust 
funds for individual stocks in which foreigners can invest. As a result, Thai 
stocks-in particular bank stocks, which tend to have the highest foreign 
premiums-were marked down significantly. Your Fund has holdings in several Thai 
banking stocks given their attractive valuations. Since the proposal was made, 
a number of Thai firms have stated that they would not allow their shares to be 
included in these trust funds. This has given some stability to the share 
prices of Thai bank stocks. We see little impact in the future from the 
so-called trust funds given that so many firms are opposed to their creation. 
We expect prices to recover as it becomes clear that there is little risk of 
the foreign premiums on these bank stocks disappearing.

The budget war in the U.S. is resulting in some short-term casualties in Asia. 
Investors in Asia are very concerned about the possibility of a default on U.S. 
Government debt. Given their limited understanding of U.S. politics and the 
nature of the government shutdown, Asian investors appear to be reducing their 
exposure to equities and dealers seem to be marking down securities prices.


1



                                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

TAKING ADVANTAGE OF BUYING OPPORTUNITY
It is a rare coincidence that so many negative events have taken place at the 
same time, thereby negatively affecting virtually every market in Asia. It also 
presents an outstanding investment opportunity given that a number of our 
favorite stocks are down to incredibly low levels. We have been putting the 
Fund's cash to work taking advantage of these opportunities.

We have raised the portfolio's weighting in Japan with most of the purchases 
taking place in bank stocks. We expect better disclosure by Japanese banks in 
the next few weeks regarding their bad loan problems, which, coupled with 
improving industry fundamentals should be positive for stock prices.

We are also adding to positions in Indonesia, Thailand, and Korea since these 
equity markets have seen corrections in the past few weeks.

VERY POSITIVE OUTLOOK
By historical standards, 1994 and 1995 have yielded extremely poor returns for 
investors in Asia; at no time since 1980-81 has there been two consecutive 
years of such disappointing performance. We are optimistic, however, that 1996 
will be an excellent year for Asian equities and consequently for Alliance 
All-Asia Investment Fund. The growth potential in these markets continues to be 
strong, and valuations are even lower today than they were following the 1987 
market crash, and are among their lowest levels ever relative to that of the 
U.S. stock market.

Growth rates for Asian gross domestic product in the next year should be at 
least five percentage points higher than comparable growth rates for the U.S. 
and European economies. Given that Asia has had little correlation with the 
U.S. stock market in 1994-95, we expect there would not be much impact on Asian 
equity markets if the U.S. market experiences a correction.

Thank you for your interest and investment in Alliance All-Asia Investment 
Fund. We believe that despite market setbacks in the recent period, investors 
with a long-term outlook will benefit from investing in the equity markets of 
Asian-Pacific countries.

Sincerely,

John D. Carifa
Chairman and President

A. Rama Krishna
Senior Vice President and Portfolio Manager


2



INVESTMENT RESULTS                      ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

TOTAL RETURN AS OF OCTOBER 31, 1995

CLASS A SHARES
                                  WITHOUT         WITH
                               SALES CHARGE   SALES CHARGE
                               ---------------------------
 . Since Inception*                 +4.50%         +0.10%

CLASS B SHARES
                                  WITHOUT         WITH
                               SALES CHARGE   SALES CHARGE
                               ---------------------------
 . Since Inception*                 +4.10%         +0.10%

CLASS C SHARES
 . Since Inception*                 +4.10%


The total returns reflect investment of dividends and/or capital gains 
distributions in additional shares-with and without the effect of the 4.25% 
maximum front-end sales charge for Class A or applicable contingent deferred 
sales charge for Class B (4% year 1, 3% year 2, 2% year 3, 1% year 4); Class C 
shares are not subject to front-end or contingent deferred sales charges. Past 
performance does not guarantee future results. Investment return and principal 
value will fluctuate so that an investor's shares, when redeemed, may be worth 
more or less than their original cost. 


*  Inception: 11/28/94.


3



TEN LARGEST HOLDINGS*
OCTOBER 31, 1995                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

                                                                     PERCENT OF
COMPANY                                              U.S.$VALUE      NET ASSETS
- -------------------------------------------------------------------------------
PT HM Sampoerna-Multi-Industry Indonesian company    $  369,881           4.3%
Korea Mobile Telecom Corp. (GDR)-Provides mobile 
  telecommunications and radio paging services          257,250           3.0
Siam Commercial Bank Co., Ltd.-Provides commercial
  banking services in Thailand and overseas             233,658           2.7
Woolworths Ltd.-Operates grocery and discount
  stores throughout Australia                           231,275           2.7
Manila Electric Co. Series B-Distributes electricity    223,760           2.6
Bajaj Auto, Ltd. (GDR)-Indian auto & related
  manufacturing company                                 212,000           2.5
Telekom Malaysia Berhad-Provides telecommunication
  services, manages properties, holds investments 
  and provides printing and consulting services         193,388           2.2
Consolidated Electric Power Asia, Ltd.-Develops and
  operates power station projects and provides 
  civil construction and engineering services           168,003           1.9
The Thai Farmers Bank Ltd.-Provides commercial
  banking services nationwide                           148,778           1.7
Resorts World Berhad-Operates a tourist resort
  at Genting Highlands                                  146,399           1.7
                                                     $2,184,392          25.3%



INDUSTRY DIVERSIFICATION
OCTOBER 31, 1995
_______________________________________________________________________________

                                                                     PERCENT OF
                                                     U.S.$VALUE      NET ASSETS
- -------------------------------------------------------------------------------
Basic Industries                                     $  312,351           3.6%
Capital Goods                                           279,123           3.2
Consumer Manufacturing                                  842,895           9.8
Consumer Services                                     1,091,410          12.6
Consumer Staples                                        549,415           6.4
Energy                                                   15,883           0.2
Finance                                               1,873,474          21.7
Healthcare                                               50,467           0.6
Multi-Industry                                          559,098           6.5
Technology                                              369,299           4.3
Transportation                                          133,514           1.5
Utilities                                             1,718,954          19.9
Total Investments*                                    7,795,883          90.3
Cash and receivables, net of liabilities                841,611           9.7
Net Assets                                           $8,637,494         100.0%


*  Excludes short-term obligations.


4



PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1995                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

COMPANY                                          SHARES      U.S.$VALUE
- -----------------------------------------------------------------------
COMMON STOCKS-90.3%
AUSTRALIA-4.2%
Goldfields Ltd.                                   4,176       $ 10,338
National Australia Bank Ltd.                     11,000         94,183
Qantas Airways Ltd.*                             15,573         27,522
Woolworths Ltd.                                  97,000        231,275
                                                               363,318

CHINA-1.9%
Ek Chor China Motorcycle Co                       6,000         84,000
Yizheng Chemical Fibre Co., Ltd.                270,000         78,573
                                                               162,573

HONG KONG-13.4%
C.P. Pokphand Co.                               242,000         97,029
Cheung Kong Holdings, Ltd.                       12,000         67,825
Consolidated Electric Power Asia, Ltd.           83,000        168,003
Dao Heng Bank Group, Ltd.                        20,000         73,334
Guangdong Investments                           176,000        103,574
Guoco Group, Ltd.                                31,000        142,737
Hong Kong & China Gas Co., Ltd.                  33,000         53,565
Hopewell Holdings, Ltd.                          99,000         62,421
Hysan Development Co., Ltd.                      27,000         68,795
New World Development Co., Ltd.                   8,000         31,145
New World Infrastructure*                            16             28
Orient Telecom & Technology Holdings, Ltd.*     121,000         37,168
Shun Tak Holdings, Ltd.                          80,000         63,117
Sun Hung Kai Properties, Ltd.                     8,000         63,893
Swire Pacific, Ltd. Cl.  A                        6,000         45,010
Television Broadcasting, Ltd.                    20,000         80,189
                                                             1,157,833

INDIA-2.4%
Bajaj Auto, Ltd. (GDR)*                           8,000       $212,000
INDONESIA-6.4%
PT HM Sampoerna                                  40,000        369,881
PT Indosat                                       40,000        135,623
PT Semen Cibinong                                15,000         39,300
PT Semen Gresik                                   2,000          5,196
                                                               550,000

JAPAN-26.3%
Amano Corp.                                       2,000         24,255
Asahi Bank, Ltd.                                  6,000         59,856
Bank of Tokyo, Ltd.                               1,000         14,573
Chiba Bank, Ltd.                                  1,000          8,294
Dai Nippon Printing Co., Ltd.                     1,000         15,942
Daifuku Co., Ltd.                                 1,000         11,932
Daito Trust Construction Co., Ltd.                  300          2,641
Daiwa Securities Co.,  Ltd.                       1,000         11,736
DDI Corp.                                             6         48,648
East Japan Railway Co.                                7         33,068
Fuji Photo Film                                   4,000         98,978
Furakawa Co., Ltd.                                2,000          9,057
Heiwa                                             2,000         53,206
Hirose Electric                                   1,000         63,866
Hitachi, Ltd.                                     3,000         30,808
Honda Motor Co.                                   1,000         17,409
House Foods Industry                              1,000         18,192
Ito-Yokado Co., Ltd.                              1,000         54,673
Japan Securities Finance                          8,000        100,152
Kamigumi Co., Ltd.                                2,000         18,094
Kandenko Co., Ltd.                                2,000         24,647
Kao Corp.                                         3,000         36,383
Kirin Brewery Co., Ltd.                           2,000         20,148
Kokusai Electric                                  1,000         22,788
Kokuyo*                                           1,000         21,517
Kuraray Co., Ltd.                                 5,000         49,391
Kurita Water Industries                           1,000         27,874
Kyocera Corp.                                     1,000         81,960
Long-Term Credit Bank of Japan                    1,000          7,805
Maeda Road Construction                           1,000         17,898


5



PORTFOLIO OF INVESTMENTS (CONTINUED)    ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

COMPANY                                          SHARES      U.S.$VALUE
- -----------------------------------------------------------------------
Matsushita Electric Industrial Co.                3,000       $ 42,545
Matsushita Electric Works                         2,000         19,756
Mazda Motor*                                      4,000         12,558
Mitsubishi Heavy Industries, Ltd.                 2,000         15,433
Mitsubishi Materials Corp.                        3,000         13,556
Mitsubishi Oil Co.                                2,000         15,883
Mitsui Marine & Fire Insurance Co.                7,000         42,105
Mitsui Trust & Banking                            7,000         56,003
Mori Seiki                                        1,000         19,756
National House Industrial                         1,000         17,018
NGK Insulators                                    1,000          9,213
Nikko Securities Co.                              2,000         18,661
Nikon Corp.                                       1,000         14,279
Nintendo Corp., Ltd.                              1,100         80,904
Nippon Express Co., Ltd.                          2,000         16,236
Nippon Light Metal Co.                            3,000         16,255
Nippon Paper Industries Co.                       1,000          6,876
Nippon Steel Co.                                  6,000         19,893
Nisshin Steel Co., Ltd.                           3,000         11,120
NKK Corp.*                                        7,000         16,910
Nomura Securities Co., Ltd.                       3,000         54,868
Osaka Gas Co.                                     6,000         20,128
Rohm Co.                                          2,000        121,473
Secom                                             1,000         65,138
Shimano, Inc.                                     1,000         18,583
Shimizu Corp.                                     2,000         18,642
Shin-Etsu Chemical Co.                            1,000         20,441
Sumitomo Bank                                     4,000         70,810
Sumitomo Electric Industries                      2,000         23,082
Sumitomo Marine & Fire Insurance Co.              2,000         14,279
Sumitomo Realty and Development                   3,000         19,717
Sumitomo Rubber Industries                        1,000          7,971
Takara Shuzo                                      1,000          8,763
Takeda Chemical Industries                        2,000         28,168
Toagosei Co., Ltd.                                1,000          4,939
Tokai Bank                                        2,000        $20,930
Tokyo Electric Power Co.                          1,010         26,474
Tokyo Gas Co., Ltd.                              11,000         38,731
Tokyo Steel Mfg. Co.                              3,000         55,748
Tostem Corp.                                      1,000         30,711
Toyo Kanetsu                                      3,000         12,059
Toyota Motor Corp.                                4,000         74,331
UBE Industries, Ltd.*                             2,000          6,612
Yakult Honsha                                     1,000         12,715
Yamanouchi Pharmaceutical                         1,000         22,299
                                                             2,268,363

MALAYSIA-10.3%
AMMB Holdings Berhad*                             7,000         86,777
Lion Land Berhad                                 77,000         83,333
Malakoff Berhad                                  39,000        115,880
Malaysia International Shipping Berhad            8,000         21,094
New Straits Times Press Berhad                    3,000          9,445
Petronas Gas Berhad*                             12,000         40,614
Rashid Hussain Berhad                            37,000         91,736
Resorts World Berhad                             30,000        146,399
Telekom Malaysia Berhad                          27,000        193,388
YTL Corp. Berhad                                 18,000         97,757
                                                               886,423

NEW ZEALAND-2.1%
Air New Zealand, Ltd. Cl. B                       2,000          6,891
Fletcher Challenge, Ltd.                         32,000         44,147
Telecom Corp. of New Zealand                     32,000        132,865
                                                               183,903

PHILIPPINES-2.9%
International Container Terminal Svcs., Inc.     26,250         11,101
Manila Electric Co. Series B                     30,000        223,760
Philippine Commercial International Bank          1,400         11,465
                                                               246,326


6



                                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

COMPANY                                          SHARES      U.S.$VALUE
- -----------------------------------------------------------------------
SINGAPORE-4.9%
First Capital Corp., Ltd.                        11,000       $ 29,738
Overseas Union Bank Corp., Ltd.                  18,000        112,102
Overseas-Chinese Banking Corp., Ltd.              5,000         58,740
Singapore Airlines, Ltd.                         11,000        101,982
Singapore Press Holdings, Ltd.                    7,600        118,868
                                                               421,430

SOUTH KOREA-5.4%
Korea Electric Power (ADR)*                       4,400        108,900
Korea Mobile Telecom Corp. (GDR)*                 7,000        257,250
Pohang Iron & Steel Co. (ADR)                     4,000        103,000
                                                               469,150

TAIWAN-1.6%
Advanced Semi-Conductor Engineering (GDR)*        8,000        102,000
China Steel Corp. (GDR)*                          2,000         37,000
                                                               139,000


                                               SHARES OR
                                               PRINCIPAL
                                                 AMOUNT
COMPANY                                           (000)      U.S.$VALUE
- -----------------------------------------------------------------------
THAILAND-8.5%
Bangkok Bank Co., Ltd.                           10,000     $  103,318
Phatra Thanakit Co., Ltd.                        18,000        140,910
Siam Commercial Bank Co., Ltd.                   20,000        233,658
The Thai Farmers Bank, Ltd.                      18,000        148,778
Total Access Communication Plc.*                 18,000        108,900
                                                               735,564

Total Common Stocks (cost $7,776,764)                        7,795,883

TIME DEPOSIT-9.2%
Societe Generale
  5.88%, 11/01/95
  (amortized cost $800,000)                   US$   800        800,000

TOTAL INVESTMENTS-99.5%
  (cost $8,576,764)                                          8,595,883
Other assets less liabilities-0.5%                              41,611

NET ASSETS-100%                                             $8,637,494


*  Non-income producing security.

   Glossary of Terms:
   ADR - American Depository Receipt.
   GDR - Global Depository Receipt.

   See notes to financial statements.


7



STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

ASSETS
  Investments in securities, at value(cost $8,576,764)              $8,595,883
  Cash, at value (cost $144,013)                                       144,293
  Deferred organization expenses                                       165,412
  Receivable for capital stock sold                                    117,851
  Receivable for investment securities sold                             74,162
  Receivable from investment adviser                                    28,033
  Dividends and interest receivable                                     17,319
  Unrealized appreciation of forward exchange currency contracts         3,273
  Total assets                                                       9,146,226

LIABILITIES
  Payable for investment securities purchased                          328,473
  Advisory fee payable                                                   7,230
  Distribution fee payable                                               5,513
  Payable for capital stock redeemed                                     1,112
  Accrued expenses                                                     166,404
  Total liabilities                                                    508,732

NET ASSETS                                                          $8,637,494

COMPOSITION OF NET ASSETS
  Capital stock, at par                                             $      829
  Additional paid-in capital                                         8,553,113
  Undistributed net investment income                                   68,726
  Accumulated net realized loss on investments and foreign 
    currency transactions                                               (7,793)
  Net unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                         22,619
                                                                    $8,637,494

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share ($2,870,491/
    274,591 shares of capital stock issued and outstanding)             $10.45
  Sales charge-4.25% of public offering price                              .46
  Maximum offering price                                                $10.91

  CLASS B SHARES
  Net asset value and offering price per share ($5,170,282/
    496,886 shares of capital stock issued and outstanding)             $10.41

  CLASS C SHARES
  Net asset value, redemption and offering price per share($596,721/
    57,306 shares of capital stock issued and outstanding)              $10.41


See notes to financial statements.


8



STATEMENT OF OPERATIONS
NOVEMBER 28, 1994* TO OCTOBER 31, 1995  ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

INVESTMENT INCOME
  Dividends (net of foreign taxes withheld of $6,799)     $81,462 
  Interest                                                 50,319     $131,781
    
EXPENSES
  Advisory fee                                             51,714 
  Distribution fee - Class A                                5,824 
  Distribution fee - Class B                               30,068 
  Distribution fee - Class C                                2,233 
  Custodian                                               178,318 
  Audit and legal                                          87,933 
  Registration                                             58,280 
  Amortization of organization expenses                    36,075 
  Directors' fees                                          35,130 
  Printing                                                 33,319 
  Transfer agency                                          25,380 
  Administrative                                            7,757 
  Miscellaneous                                            19,084 
  Total expenses                                          571,115 
  Less expenses waived and assumed by Adviser
    (see Note B)                                         (315,866) 
  Net expenses                                                         255,249
  Net investment loss                                                 (123,468)
    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
AND FOREIGN CURRENCY TRANSACTIONS
  Net realized gain on investment transactions                         194,457
  Net realized loss on futures and foreign currency transactions       (10,056)
  Net change in unrealized appreciation of:
    Investments                                                         19,119
    Foreign currency denominated assets and liabilities                  3,500
  Net gain on investments and foreign currency transactions            207,020
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                            $ 83,552
    
    
*  Commencement of operations.
   See notes to financial statements.


9



STATEMENT OF CHANGES IN NET ASSETS
NOVEMBER 28, 1994* TO OCTOBER 31, 1995  ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment loss                                               $ (123,468)
  Net realized gain on investments and foreign currency transactions   184,401
  Net change in unrealized appreciation of investments and foreign 
    currency denominated assets and liabilities                         22,619
  Net increase in net assets from operations                            83,552

CAPITAL STOCK TRANSACTIONS
  Net increase                                                       8,451,942
  Total increase                                                     8,535,494

NET ASSETS
  Beginning of period                                                  102,000
  End of period(including undistributed net investment income of
    $68,726)                                                        $8,637,494


*  Commencement of operations.
   See notes to financial statements.


10



NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1995                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance All-Asia Investment Fund, Inc. (the 'Fund'), was organized as a 
Maryland corporation on September 21, 1994 and is registered under the 
Investment Company Act of 1940 as a non-diversified, open-end management 
investment company. The Fund had no operations other than the sale to Alliance 
Capital Management L.P. (the 'Adviser') of 10,000 shares of Class A common 
stock and 100 shares each of Class B and Class C shares of common stock for the 
aggregate amount of $102,000 on October 18, 1994. Class A, Class B and Class C 
shares, commenced operations on November 28, 1994. The Fund offers three 
classes of shares. Class A shares are sold with an initial sales charge of up 
to 4.25%. Class B shares are sold with a contingent deferred sales charge which 
declines from 4.00% to zero depending on the period of time the shares are 
held. Class B shares will automatically convert to Class A shares eight years 
after the end of the calendar month of purchase. Class C shares are sold 
without an initial or contingent deferred sales charge. All three classes of 
shares have identical voting, dividend, liquidation and other rights, 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 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 $201,500 have been deferred and are 
being amortized on a straight-line basis through October, 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 loss on futures and foreign currency transactions of $10,056 
represents foreign exchange gains and losses from the holding of foreign 
currencies, gains and losses on futures contracts, 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 change in 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 provision for federal income or excise taxes is 
required.

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


11



NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

6. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date and are determined in accordance with income tax regulations.

7. RECLASSIFICATION OF NET ASSETS
As of October 31, 1995 differences totalling $192,194 were reclassified from 
accumulated net realized loss on investments to undistributed net investment 
income. This reclassification was the result of permanent book to tax 
differences resulting from short term capital gains and realized gains from 
foreign currency transactions which are treated as ordinary income for tax 
purposes. This reclassification 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 a fee at an 
annual rate of 1% of the Fund's average daily net assets. Such fee is accrued 
daily and paid monthly. The Adviser has agreed, under the terms of the advisory 
agreement, to reimburse the Fund to the extent that its aggregate expenses 
(exclusive of interest, taxes, brokerage, distribution fees, foreign custody 
fees, extraordinary expenses and certain other expenses) exceed the limits 
prescribed by any state in which the Fund's shares are qualified for sale. The 
Fund believes that the most restrictive expense ratio limitation currently 
imposed by any state is 2.5% of the first $30 million of its average daily net 
assets, 2% of the next $70 million of its average daily net assets and 1.5% of 
its average daily net assets in excess of $100 million. In compliance with this 
limitation, the Adviser has borne certain expenses incurred in the operation of 
the Fund to the extent necessary to limit the aggregate expenses. For the 
period ended October 31, 1995 the Adviser has reimbursed the Fund for $315,866 
of its expenses incurred.

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 $14,675 for the period ended October 31, 1995.

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $3,544 from the sale of Class A shares and $4,979 in 
contingent deferred sales charges imposed upon redemptions by shareholders of 
Class B shares for the period ended October 31, 1995.

Brokerage commissions paid on securities transactions for the period ended 
October 31, 1995 amounted to $26,311, none of which was paid to affiliated 
brokers.

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 both 
Class B and Class C 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 $552,379 and $25,680 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.


12



                                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments) 
aggregated $11,703,845 and $4,121,539, respectively, for the period ended 
October 31, 1995. At October 31, 1995, the cost of securities for federal 
income tax purposes was $8,584,529. Accordingly, gross unrealized appreciation 
of investments was $420,544 and gross unrealized depreciation of investments 
was $409,190 resulting in net unrealized appreciation of $11,354.

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 sale 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 differences between the original 
contract and the closing of such contract is included in net realized gain or 
loss 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 securities 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 foreign 
currencies 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 October 31, 1995, the Fund had the following outstanding forward exchange 
currency contract:

                                 CONTRACT    VALUE ON    U.S. $
                                  AMOUNT   ORIGINATION   CURRENT    UNREALIZED
                                   (000)       DATE       VALUE    APPRECIATION
                                 --------  -----------  ---------  ------------
FOREIGN CURRENCY SALE CONTRACT
Japanese Yen, expiring 1/31/96    18,000     $181,543   $178,270      $3,273
   
   
13



NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

NOTE E: CAPITAL STOCK
There are 9,000,000,000 shares of $0.001 par value capital stock authorized, 
divided into three classes, designated Class A, Class B and Class C. Each class 
consists of 3,000,000,000 authorized shares.

Transactions in capital stock were as follows:

                                  SHARES             AMOUNT
                            -----------------  -----------------
                            NOVEMBER 28,1994*  NOVEMBER 28,1994*
                                    TO                 TO
                            OCTOBER 31,1995    OCTOBER 31,1995
                            -----------------  -----------------
CLASS A
Shares sold                      517,977         $ 5,445,327
Shares redeemed                 (253,386)         (2,728,474)
Net increase                     264,591         $ 2,716,853
   
CLASS B
Shares sold                      594,882         $ 6,165,639
Shares redeemed                  (98,096)         (1,034,923)
Net increase                     496,786         $ 5,130,716
   
CLASS C
Shares sold                       82,858         $   865,593
Shares redeemed                  (25,652)           (261,220)
Net increase                      57,206         $   604,373
   
   
*  Commencement of operations.


14



FINANCIAL HIGHLIGHTS                    ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

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

                                          CLASS A      CLASS B      CLASS C
                                        ------------ ------------ -------------
                                          NOV. 28,     NOV. 28,     NOV. 28,
                                          1994* TO     1994* TO     1994* TO
                                        OCT.31,1995  OCT.31,1995  OCT.31,1995
                                        ------------ ------------ -------------
Net asset value, beginning of period      $10.00       $10.00       $10.00
    
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(c)                      (.19)**      (.25)**      (.35)**
Net realized and unrealized gain on 
  investments                                .64          .66          .76
Net increase in net asset value from
  operations                                 .45          .41          .41
Net asset value, end of period            $10.45       $10.41       $10.41
    
TOTAL RETURN
Total investment return based on net
  asset value(b)                            4.50%        4.10%        4.10%
    
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period(000's omitted)  $2,870       $5,170         $597
Ratio of expenses to average net 
  assets of:
  Expenses, net of reimbursements           4.42%(a)     5.20%(a)     5.84%(a)
  Net investment loss, net of waivers/
    reimbursements                         (1.87)%(a)   (2.64)%(a)   (3.41)%(a)
Portfolio turnover rate                       90%          90%          90%


*   Commencement of operations.
**  Net of expenses reimbursed by the Adviser.

(a) Annualized.

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

(c) Based on average shares outstanding.


15



REPORT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS                    ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
ALLIANCE ALL-ASIA INVESTMENT FUND, INC.

We have audited the accompanying statement of assets and liabilities of 
Alliance All-Asia Investment Fund, Inc. (the 'Fund'), including the portfolio 
of investments, as of October 31, 1995, and the related statements of 
operations and changes in net assets and the financial highlights for the 
period from November 28, 1994 (commencement of operations) to October 31, 1995. 
These financial statements and financial highlights are the responsibility of 
the Fund's management. Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of 
October 31, 1995, by correspondence with the custodian and brokers. An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audit provides a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Alliance All-Asia Investment Fund, Inc. at October 31, 1995 and the results of 
its operations, the changes in its net assets and the financial highlights for 
the period from November 28, 1994 to October 31, 1995, in conformity with 
generally accepted accounting principles.

Ernst & Young LLP

New York, New York,
December 8, 1995


16



                                        ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
_______________________________________________________________________________

DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
DAVID H. DIEVLER
JOHN H. DOBKIN
W.H. HENDERSON
STIG HOST
RICHARD M. LILLY
ALAN STOGA
JOHN C. WEST
ROBERT C. WHITE

OFFICERS
A. RAMA KRISHNA, SENIOR VICE PRESIDENT
KARAN TREHAN, SENIOR VICE PRESIDENT
THOMAS J. BARDONG, VICE PRESIDENT
NICHOLAS E. CROSSLAND, VICE PRESIDENT
KELLY A. MORGAN, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER AND CHIEF FINANCIAL OFFICER
PATRICK J. FARRELL, CONTROLLER

CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
40 Water Street
Boston, MA 02109

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

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY10004

INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY10019

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


17



ALLIANCE ALL-ASIA INVESTMENT FUND
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

ALLIANCECAPITAL
MUTUAL FUNDS WITHOUT THE MYSTERY.

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. 

AAIAR



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