AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

                          AMENDMENT TO
                 DISTRIBUTION SERVICES AGREEMENT

         AMENDMENT made this 20th day of June, 1996 between
ALLIANCE ALL-ASIA INVESTMENT FUND, INC., a Maryland corporation
(the "Fund"), and ALLIANCE FUND DISTRIBUTORS INC., a Delaware
corporation (the "Underwriter").

                           WITNESSETH:

         WHEREAS, the Fund and the Underwriter wish to amend the
Distribution Services Agreement dated as of October 21, 1994 (the
"Agreement") in the manner set forth herein;

         NOW, THEREFORE, the parties agree as follows:

         1.   Amendment of Agreement.  Section 1 and the first
full paragraph of Section 4(a) of the Agreement are hereby
amended and restated to read as follows:

         Section 1.     Appointment of Underwriter.  "The Fund
hereby appoints the Underwriter as the principal underwriter and
distributor of the Fund to sell the public shares of its Class A
Common Stock (the "Class A shares"), Class B Common Stock (the
"Class B shares"), Class C Common Stock (the "Class C shares"),
Advisor Class Common Stock (the "Advisor Class shares"), and
shares of such other class or classes as the Fund and the
Underwriter shall from time to time mutually agree shall become
subject to the Agreement ("New shares"), (the Class A shares,
Class B shares, Class C shares, Advisor Class shares, and New
shares shall be collectively referred to herein as the "shares")
and hereby agrees during the term of this Agreement to sell
shares to the Underwriter upon the terms and conditions set forth
herein."

         Section 4(a).  "Any of the outstanding shares may be
tendered for redemption at any time, and the Fund agrees to
redeem or repurchase the shares so tendered in accordance with
its obligations as set forth in Section 8(d) of Article FIFTH of
its Articles of Incorporation and in accordance with the
applicable provisions set forth in the Prospectus and Statement
of Additional Information.  The price to be paid to redeem or
repurchase the shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(e)
hereof, less any applicable sales charge.  All payments by the
Fund hereunder shall be made in the manner set forth below.  The
redemption or repurchase by the Fund of any of the Class A shares
purchased by or through the Underwriter will not affect the
initial sales charge secured by the Underwriter or any selected
dealer or compensation paid to any selected agent (unless such
selected dealer or selected agent has otherwise agreed with the





Underwriter), in the course of the original sale, regardless of
the length of the time period between the purchase by an investor
and his tendering for redemption or repurchase."

         2.   Class References.  Any and all references in the
Agreement to "Class Y shares" are hereby amended to read "Advisor
Class shares."

         3.   No Other Changes.  Except as provided herein, the
Agreement shall be unaffected hereby.

         IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.

                      ALLIANCE ALL-ASIA INVESTMENT FUND, INC.
                      By: /s/ Xxxxxx X. Xxxxxx, Xx.
                         Xxxxxx X. Xxxxxx, Xx.
                              Secretary

                      ALLIANCE FUND DISTRIBUTORS, INC.
                      By: /s/ Xxxxxx X. Xxxxxx 
                          Xxxxxx X. Xxxxxx
                              President

Accepted as of the date first written above:


ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
      General Partner

By: /s/ Xxxx X. Xxxxxx
     Xxxx X. Xxxxxx
        President



















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