AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

                          AMENDMENT TO
                 DISTRIBUTION SERVICES AGREEMENT

         AMENDMENT made this 16th day of July, 1996 between
ALLIANCE PREMIER GROWTH 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 September 17, 1992,
as amended 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 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
         any of the Class A shares purchased by or through the
         Underwriter will not effect 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 PREMIER GROWTH 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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