AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

                          AMENDMENT TO
                 DISTRIBUTION SERVICES AGREEMENT


         AMENDMENT made this 4th day of June, 1996 between
ALLIANCE LIMITED MATURITY GOVERNMENT 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 July 22, 1992 (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 3 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[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 LIMITED MATURITY GOVERNMENT FUND, INC.

                             By:/s/ Xxxxxx X. Xxxxxx, Xx.
                                  Xxxxxx X. Xxxxxx, Xx.


              ALLIANCE FUND DISTRIBUTORS, INC.

                             By:/s/ Xxxxxx X. Xxxxxxx
                                  Xxxxxx X. Xxxxxxx


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













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