AMENDMENT TO CUSTODIAN CONTRACT This Amendment to the Custodian Contract is made as of June 1, 1999, by and between ACM Government Income Fund, Inc. (the "Fund") and State Street Bank and Trust Company (the "Custodian"). Capitalized terms used in this...

                 AMENDMENT TO CUSTODIAN CONTRACT

         This Amendment to the Custodian Contract is made as of
June 1, 1999, by and between ACM Government Income Fund, Inc.
(the "Fund") and State Street Bank and Trust Company (the
"Custodian").  Capitalized terms used in this Amendment without
definition shall have the respective meanings given to such terms
in the Custodian Contract referred to below.

         WHEREAS, the Fund and the Custodian entered into a
Custodian Contract dated as of August 28, 1987 (as amended and in
effect from time to time, the "Contract"); and

         WHEREAS, the Fund and the Custodian desire to amend
certain provisions of the Contract to accommodate the Custodian's
delegation of sub-custody responsibilities to its affiliate,
State Street Trust Company Canada;

         NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter contained, the
parties hereby agree to amend the Contract, pursuant to the terms
thereof, as follows:

I.  Article II, paragraph 2, Responsibility of Custodian, is
    hereby amended to read as follows:

         The Custodian shall be liable for the acts or omissions
    of a foreign banking institution appointed pursuant to the
    provisions of Article 3 to the same extent as set forth in
    Article I hereof with respect to sub-custodians located in
    the United States and, regardless of whether assets are
    maintained in the custody of a foreign banking institution, a
    foreign securities depository, or a branch of a U.S. bank as
    contemplated by paragraph 3.11 hereof, the Custodian shall
    not be liable for any loss, damage, cost, expense, liability
    or claim resulting from, or caused by, the direction of or
    authorization by the Fund to maintain custody or any
    securities or cash of the Fund in a foreign country
    including, but not limited to, losses resulting from
    nationalization, expropriation, currency restrictions, or
    acts of war or terrorism. Notwithstanding the foregoing
    provisions of this Article 11, the delegation by State Street
    Bank and Trust Company to its affiliate, State Street Trust
    Company Canada, of sub-custody duties in Canada shall not
    relieve State Street Bank and Trust Company of any
    responsibility for any loss due to the delegation to State
    Street Trust Company Canada, except (a) such loss as may
    result from political risk (e.g., exchange control
    restrictions, confiscation, expropriation, nationalization,
    insurrection, civil strife or armed hostilities) and (b)
    other losses (excluding losses resulting from a bankruptcy or





    insolvency of State Street Trust Company Canada not caused by
    political risk) under circumstances where State Street Bank
    and Trust Company and State Street Trust Company Canada have
    exercised reasonable care (including, without limitation,
    Acts of God, nuclear incident and the like)

II. In all respects not inconsistent herewith, the Contract is
    hereby ratified and affirmed.

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         IN WITNESS WHEREOF, each of the parties has caused this
    Amendment to be executed in its name and behalf by its duly
    authorized representative as of the date first above written,

WITNESSED BY:                STATE STREET BANK AND TRUST COMPANY


/s/Xxxx X. Xxxx              By: /s/Xxxxxx X. Xxxxx
______________________           ______________________________
Name: Xxxx X. Xxxx           Name:  Xxxxxx X. Xxxxx
Title: Associate Counsel     Title: Vice Chairman



WITNESSED BY:                ACM GOVERNMENT INCOME FUND, INC.


/s/Xxxx Xxx Xxxxxx           By: /s/Xxxxxx X. Xxxxxx, Xx.
______________________           ______________________________
Name: Xxxx Xxx Xxxxxx        Name:  Xxxxxx X. Xxxxxx, Xx.
Title: Legal Administrative  Title: Vice Chairman
           Officer































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                           Schedule A
                         17f-5 Approval

         The Board of Directory/Trustees of ACM Government Income
Fund, Inc. #ZM01 has approved certain foreign banking
institutions and foreign securities depositories within State
Streets Global Custody Network for use as subcustodian for the
fund's securities, cash and cash equivalents held outside of the
United States.  Board approval is as indicated by the Fund's
Authorized Officer.

COUNTRY            SUBCUSTODIAN             CENTRAL DEPOSITORY

Canada             State Street Trust       The Canada Depository
                   Company Canada           for Securities
                                            Limited (CDS)


Certified by:


___________________                    as of March 15, 1999
Fund's Authorized Officer                   Date
Xxxxxxxx Xxxxxxxx





























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