This is filed pursuant to Rule 497(e).
File Nos. 2-70427 and 811-03131.





ALLIANCE CAPITAL [Logo]                ALLIANCE COUNTERPOINT FUND
                                                 December 4, 1995

Supplement to Prospectus dated November 1, 1995
  of The Alliance Stock Funds


         On November 28, 1995 Counterpoint Fund suspended sales
of shares of Counterpoint Fund, effective as of the close of
business on December 6, 1995, other than sales to shareholders as
of the close of business on December 6.  This action followed
approval by the Trustees of the Fund, and recommendation to the
shareholders of Counterpoint Fund for their approval, of the
acquisition of Counterpoint Fund's assets by and in exchange for
shares of Alliance Premier Growth Fund, Inc., a non-diversified
open-end investment company sponsored by Alliance.  Premier
Growth Fund, which has a lower expense ratio than Counterpoint
Fund, seeks long-term growth of capital by investing
predominantly in the equity securities of a limited number of
large, carefully selected, high quality U.S. companies that are
judged likely to achieve superior earnings growth.  

         The Trustees have called a special meeting of
Counterpoint Fund's shareholders to be held in February 1996.
Proxy materials describing Premier Growth Fund and the terms of
the proposed acquisition will be mailed prior to the meeting to
shareholders of record of Counterpoint Fund as of the close of
business on December 11, 1995.  If approved at the meeting, it is
expected that the acquisition will occur shortly thereafter.

         Counterpoint Fund intends to sell portfolio securities
prior to the acquisition to the extent desirable from the
perspective of the portfolio of Premier Growth Fund.  Purchases
of portfolio securities by Counterpoint Fund prior to the
acquisition will be consistent with the investment policies and
objectives of both Counterpoint Fund and Premier Growth Fund.  It
is expected that, as a consequence of such transactions,
Counterpoint Fund will experience a portfolio turnover of
approximately 40% to 50% between the date of this supplement and
the closing of the acquisition and, in addition, will realize
significant capital gains and incur related transaction costs.

(R) This registered mark used under license from the owner,
Alliance Capital Management L.P.









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