UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06068

AB FIXED-INCOME SHARES, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: April 30, 2017

Date of reporting period: July 31, 2016

ITEM 1. SCHEDULE OF INVESTMENTS.

AB Fixed-Income Shares, Inc.

Government Money Market Portfolio

Portfolio of Investments

July 31, 2016 (unaudited)

	Yield*			Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS - 100.0%
U.S. Government & Government Sponsored Agency Obligations - 81.2%
Federal Farm Credit Bank
8/16/16 (a)		0.427	%	$	50,000	$	50,000,000
12/01/16 (a)		0.447	%		50,000		49,987,406
9/08/16		0.450	%		10,000		10,000,204
9/16/16		0.450	%		7,500		7,500,285
10/21/16 (a)		0.450	%		184,600		184,614,140
12/02/16 (a)		0.450	%		10,000		10,000,568
9/06/16 (a)		0.455	%		19,935		19,936,818
9/27/16 (a)		0.471	%		5,000		5,000,495
10/20/16 (a)		0.472	%		11,000		11,000,890
5/25/17 (a)		0.478	%		40,000		39,995,796
12/30/16 (a)		0.480	%		55,000		55,017,302
11/14/16 (a)		0.489	%		20,000		19,997,165
5/30/17 (a)		0.494	%		20,000		19,993,429
3/09/17 (a)		0.494	%		27,500		27,499,368
11/29/16 (a)		0.496	%		14,000		13,996,968
9/14/16 (a)		0.499	%		50,500		50,504,767
8/23/16		0.500	%		20,000		20,001,492
9/12/16 (a)		0.506	%		2,500		2,500,229
8/26/16 (a)		0.510	%		29,500		29,501,516
7/13/17 (a)		0.513	%		100,000		99,997,856
3/29/17 (a)		0.516	%		500		499,801
2/13/17 (a)		0.518	%		31,000		30,996,013
12/09/16 (a)		0.524	%		100,000		99,996,822
12/28/16 (a)		0.525	%		42,450		42,471,085
9/29/16 (a)		0.526	%		15,700		15,702,153
8/12/16 (a)		0.530	%		15,300		15,300,933
11/15/16 (a)		0.531	%		18,500		18,500,014
4/17/17 (a)		0.532	%		50,230		50,237,251
5/24/17 (a)		0.533	%		505		504,941
2/21/17 (a)		0.545	%		150,000		149,996,412
2/27/17 (a)		0.546	%		20,000		20,007,066
12/14/16 (a)		0.560	%		5,000		5,001,867
2/16/17 (a)		0.562	%		85,000		84,998,188
1/30/17 (a)		0.574	%		79,500		79,500,000
12/14/16 (a)		0.580	%		32,400		32,421,876
11/14/16		0.600	%		5,000		5,000,380
9/19/16		0.970	%		3,000		3,002,085
Federal Farm Credit Discount Notes
9/16/16		0.250	%		10,000		9,993,611
9/07/16		0.300	%		24,200		24,190,051
10/03/16		0.320	%		50,000		49,958,875
10/24/16		0.360	%		15,000		14,982,500
Federal Home Loan Bank
8/03/16		0.375	%		15,000		14,999,945
8/19/16 (a)		0.428	%		100,000		100,000,283

	Yield*			Principal Amount (000)		U.S. $ Value
9/02/16 (a)		0.435	%	$	25,000	$	25,000,714
1/04/17		0.440	%		50,000		49,907,050
8/25/16 (a)		0.448	%		19,520		19,520,408
11/10/16 (a)		0.449	%		50,000		50,000,000
11/18/16 (a)		0.452	%		24,000		24,000,000
8/26/16 (a)		0.460	%		65,000		65,002,260
2/03/17 (a)		0.460	%		100,000		99,985,864
2/06/17 (a)		0.464	%		80,000		80,000,000
1/12/17 (a)		0.466	%		50,000		50,000,000
12/23/16 (a)		0.482	%		100,000		100,000,000
1/17/17 (a)		0.482	%		90,000		90,000,000
12/20/16 (a)		0.487	%		100,000		100,000,000
3/01/17 (a)		0.487	%		50,000		50,000,000
8/17/16 (a)		0.488	%		38,920		38,921,623
8/02/16 (a)		0.490	%		50,000		49,999,993
8/01/16 (a)		0.492	%		50,000		50,000,000
12/01/16 (a)		0.513	%		38,000		37,998,733
8/26/16 (a)		0.520	%		64,650		64,650,172
8/08/16 (a)		0.522	%		50,000		50,000,000
12/21/16 (a)		0.539	%		100,000		100,000,000
10/26/16 (a)		0.540	%		7,500		7,501,651
3/21/17 (a)		0.569	%		50,000		50,000,000
1/09/17 (a)		0.570	%		50,000		50,000,000
10/19/16 (a)		0.593	%		35,000		35,008,590
Federal Home Loan Bank Discount Notes
8/10/16		0.190	%		50,000		49,993,875
8/26/16		0.190	%		50,000		49,984,306
8/19/16		0.240	%		50,000		49,989,275
8/24/16		0.240	%		50,000		49,985,338
8/31/16		0.240	%		50,000		49,980,583
9/02/16		0.250	%		100,000		99,959,112
9/14/16		0.250	%		50,000		49,964,556
9/23/16		0.250	%		200,000		199,877,804
9/21/16		0.300	%		200,000		199,869,808
9/28/16		0.300	%		41,000		40,975,229
10/14/16		0.320	%		50,000		49,950,975
10/21/16		0.320	%		50,000		49,957,363
10/26/16		0.320	%		50,000		49,944,458
10/28/16		0.320	%		50,000		49,943,289
11/02/16		0.350	%		53,800		53,737,458
11/16/16		0.350	%		50,000		49,918,264
11/18/16		0.350	%		50,000		49,917,039
11/23/16		0.350	%		100,845		100,660,745
11/25/16		0.350	%		29,242		29,190,559
10/19/16		0.360	%		15,000		14,987,558
11/30/16		0.380	%		50,000		49,899,503
12/02/16		0.410	%		100,000		99,800,126
1/13/17		0.410	%		5,000		4,989,688
1/20/17		0.410	%		50,000		49,886,528
1/18/17		0.440	%		20,000		19,956,083
Federal Home Loan Mortgage Corp.
8/24/16 (a)		0.443	%		14,550		14,550,066

	Yield*			Principal Amount (000)		U.S. $ Value
9/16/16 (a)		0.472	%	$	100,000	$	100,008,219
1/13/17 (a)		0.483	%		4,500		4,500,361
4/20/17 (a)		0.492	%		4,500		4,499,591
10/14/16		0.875	%		32,882		32,909,712
8/25/16		2.000	%		2,134		2,136,243
Federal Home Loan Mortgage Corp. Discount Notes
8/05/16		0.190	%		116,960		116,954,543
8/26/16		0.190	%		13,000		12,996,750
9/02/16		0.250	%		23,400		23,389,808
11/08/16		0.350	%		100,000		99,892,750
Federal National Mortgage Association
9/08/17 (a)		0.483	%		8,000		7,996,489
8/15/16 (a)		0.501	%		38,000		38,001,099
8/26/16 (a)		0.510	%		13,190		13,190,672
8/26/16		0.625	%		23,259		23,262,003
11/21/16 (a)		0.800	%		10,000		10,010,650
9/28/16		1.250	%		7,830		7,840,296
1/30/17		1.250	%		2,222		2,229,136
11/15/16		1.375	%		5,361		5,374,572
9/21/16		2.125	%		1,025		1,027,283
9/15/16		5.250	%		30,347		30,526,901
Federal National Mortgage Association Discount Notes
8/17/16		0.190	%		111,056		111,036,528
8/10/16		0.240	%		17,875		17,873,290
U.S. Treasury Bill
9/01/16		0.210	%		25,000		24,989,656
9/15/16		0.210	%		100,000		99,936,876
9/29/16		0.240	%		50,000		49,961,076
10/27/16		0.260	%		100,000		99,928,104
U.S. Treasury Notes
1/31/17 (a)		0.404	%		100,000		100,035,028
10/31/17 (a)		0.488	%		50,000		49,898,016
1/31/18 (a)		0.592	%		35,000		35,016,938
8/15/16		0.625	%		150,000		150,009,276
9/15/16		0.875	%		100,000		100,046,258
8/31/16		1.000	%		50,000		50,019,437
							5,936,173,053
Repurchase Agreements - 18.8%
Bank of America NA 0.34%, dated 7/29/16 due 8/01/16 in the amount of $150,004,250 (collateralized by $163,824,400 Federal Agricultural Mortgage Corp. Discount Notes, Federal Farm Credit Systemwide Bonds, Tennessee Valley Authority, Resolution Funding Strip, Financing Corp. Coupon Strip and U.S. Treasury Note, 0.00% to 10.70% due 2/01/17 to 9/15/65, value $153,000,012)					150,000		150,000,000
Credit Suisse Securities LLC 0.35%, dated 7/29/16 due 8/01/16 in the amount of $100,002,917 (collateralized by $99,860,000 U.S. Treasury Note, 1.63% due 5/31/23, value $102,001,954)					100,000		100,000,000

	Principal Amount (000)		U.S. $ Value
HSBC Securities (USA), Inc. 0.31%, dated 7/29/16 due 8/01/16 in the amount of $50,001,292 (collateralized by $32,240,000 U.S. Treasury Bond, 6.50% due 11/15/26, value $51,005,865)	$	50,000	$	50,000,000
HSBC Securities (USA), Inc. 0.38%, dated 7/29/16 due 8/01/16 in the amount of $250,007,917 (collateralized by $234,466,000 U.S. Treasury Note, 3.37% due 11/30/19, value $255,008,075)		250,000		250,000,000
JPMorgan Securities LLC 0.33%, dated 7/29/16 due 8/01/16 in the amount of $250,007,656 (collateralized by $242,425,000 U.S. Treasury Note, 2.12% due 6/30/22, value $255,007,809)		250,001		250,000,781
Mizuho Securities USA, Inc. 0.33%, dated 7/29/16 due 8/01/16 in the amount of $200,005,500 (collateralized by $197,080,000 U.S. Treasury Note, 1.75% due 3/31/22, value $196,083,824)		200,000		200,000,000
Mizuho Securities USA, Inc. 0.35%, dated 7/29/16 due 8/01/16 in the amount of $132,003,850 (collateralized by $130,759,400 U.S. Treasury Note, 1.38% to 2.63% due 9/30/20 to 11/15/20, value $134,640,007)		132,000		132,000,000
RBC Capital Markets, LLC 0.31%, dated 7/29/16 due 8/01/16 in the amount of $63,401,638 (collateralized by $85,470,754 Federal Home Loan Mortgage Corp. and Federal National Mortgage Association, 2.37% to 4.50% due 6/01/28 to 4/01/46, value $64,668,000)		63,400		63,400,000
Toronto-Dominion Bank NY 0.34%, dated 7/29/16 due 8/01/16 in the amount of $180,005,100 (collateralized by $181,479,800 Federal Farm Credit Systemwide Bonds, Federal National Mortgage Association and U.S. Treasury Note, 0.74% to 1.75% due 4/06/18 to 1/15/28, value $183,600,009)		180,000		180,000,000
				1,375,400,781
Total Investments - 100.0% (cost $7,311,573,834) (b)				7,311,573,834
Other assets less liabilities - 0.0%				2,978,906
Net Assets - 100.0%			$	7,314,552,740

* Represents annualized yield at date of reporting or stated coupon.

(a) Floating Rate Security. Stated interest rate was in effect at July 31, 2016.

(b) As of July 31, 2016, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes.

AB Fixed-Income Shares, Inc.

Government Money Market Portfolio

July 31, 2016 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which is then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of July 31, 2016:

Investments in Securities:	Level 1			Level 2			Level 3			Total
Assets:
U.S. Government & Government Sponsored Agency Obligations	$	– 0	–	$	5,936,173,053		$	– 0	–	$	5,936,173,053
Repurchase Agreements		1,375,400,781			– 0	–		– 0	–		1,375,400,781
Total (a)	$	1,375,400,781		$	5,936,173,053		$	– 0	–	$	7,311,573,834

(a) There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Valuation Committee (the “Committee”) to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

The following exhibits are attached to this Form N-Q:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
3 (a) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3 (a) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Fixed-Income Shares

By:	/s/    Robert M. Keith
	Robert M. Keith
	President
Date:	September 23, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    Robert M. Keith
	Robert M. Keith
	President
Date:	September 23, 2016
By:	/s/    Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	September 23, 2016