AMENDMENT TO TRANSFER AGENCY AGREEMENT

Exhibit (h)(5)

AMENDMENT TO

TRANSFER AGENCY AGREEMENT

Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC., (formerly known as Alliance Utility Income Fund, Inc.) a Maryland Corporation (the “Fund”) and ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. (formerly known as Alliance Fund Services, Inc.), a Delaware Corporation (“ABIS”).

WITNESSETH

WHEREAS, the Fund and ABIS wish to amend the Transfer Agency Agreement dated as of September 14, 1993 (the “Agreement”) in the manner set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.       Amendment of Agreement. Section 35 of the Agreement is hereby amended and restated to read as follows:

SECTION 35. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original, and shall become effective on the last date of signature below unless otherwise agreed by the parties. Unless sooner terminated pursuant to SECTION 32, this Agreement will continue until December 31, 1994 and will continue in effect thereafter so long as its continuance is specifically approved at least annually by the Directors or by a vote of the stockholders of the Fund and in either case by a majority of the Directors who are not parties to this Agreement or interested persons of any such party, at a meeting called for the purpose of voting on this Agreement.

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

[The remainder of this page intentionally left blank.]

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

	ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC.
		By:	/s/ Xxxxxx X. Xxxxx
			Name:	Xxxxxx X. Xxxxx
			Title:	Secretary

	ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
		By:	/s/ Xxxxxx Xxxxxxxxx
			Name:	Xxxxxx Xxxxxxxxx
			Title:	President

2