AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

                          AMENDMENT TO
                 DISTRIBUTION SERVICES AGREEMENT

    AMENDMENT made this 20th day of June, 1996 between ALLIANCE 
INTERNATIONAL FUND, a Massachusetts Business Trust (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 April 30, 1993 (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 Trust
    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 Article VI of its
    Declaration of Trust 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(d)
    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 INTERNATIONAL FUND


                             By:_____________________________


                             ALLIANCE FUND DISTRIBUTORS, INC.


                             By:_____________________________


Accepted as of the date first written above:

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

By:

















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