<DOCUMENT>
<TYPE>EX-99.2H DISTR CONTR
<SEQUENCE>3
<FILENAME>h00250209ay0.txt
<TEXT>



<PAGE>


                    Auction Preferred Shares

          ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
                     1,950 Shares, Series M
                     1,950 Shares, Series T
                     1,950 Shares, Series W
                     1,950 Shares, Series TH

            Liquidation Preference $25,000 Per Share

                     UNDERWRITING AGREEMENT

                                                 March 22, 2002


Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
UBS Warburg LLC
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

    The undersigned, Alliance National Municipal Income Fund,
Inc., a Maryland corporation (the "Fund"), and Alliance Capital
Management L.P., a Delaware limited partnership (the "Manager"),
address you as Underwriters and as the representatives of each of
the other persons, firms and corporations, if any, listed in
Schedule I hereto (herein collectively called "Underwriters").
The Fund proposes to issue and sell an aggregate of 1,950 shares
of its Auction Preferred Shares, Series M, 1,950 shares of its
Auction Preferred Shares, Series T, 1,950 shares of its Auction
Preferred Shares, Series W and 1,950 shares of its Auction
Preferred Shares, Series TH, each $.001 par value per share, with
a liquidation preference of $25,000 per share (the "Shares"), to
the several Underwriters.  The Shares will be authorized by, and
subject to the terms and conditions of, the Articles
Supplementary of the Fund (the "Articles Supplementary") in the
form filed as an exhibit to the Registration Statement referred
to in Section 1 of this agreement.

    The Fund and the Manager wish to confirm as follows their
agreements with you and the other several Underwriters on whose
behalf you are acting in connection with the several purchases of
the Shares by the Underwriters.

    The Fund has entered into an investment management agreement
with the Manager dated January 28, 2002, a custody agreement with
State Street Bank & Trust Company dated January 24, 2002, a



<PAGE>

shareholder transfer agency agreement with Equiserve Trust
Company, N.A. dated January 28, 2002, and is entering into an
Auction Agency Agreement with The Bank of New York, and such
agreements are herein referred to as the "Management Agreement",
the "Custodian Agreement", the "Transfer Agency Agreement" and
the "Auction Agency Agreement", respectively.  Collectively, the
Management Agreement, the Custodian Agreement, Transfer Agency
Agreement and Auction Agency Agreement are herein referred to as
the "Fund Agreements".  This Underwriting Agreement is herein
referred to as the "Agreement".

    1.   Registration Statement and Prospectus.

    The Fund has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended (the "1933
Act"), the Investment Company Act of 1940, as amended (the "1940
Act"), and the rules and regulations of the Commission under the
1933 Act (the "1933 Act Rules and Regulations") and the 1940 Act
(the "1940 Act Rules and Regulations" and together with the 1933
Act Rules and Regulations, the "Rules and Regulations") a
registration statement on Form N-2 (File No. 333-82894) under the
1933 Act and the 1940 Act and may pursuant to the Rules and
Regulations prepare and file an additional registration statement
relating to a portion of the Shares pursuant to Rule 462(b) of
the 1933 Act Rules and Regulations (collectively, the
"registration statement"), including a prospectus (including any
statement of additional information) relating to the Shares and a
notification of registration of the Fund as an investment company
under the 1940 Act on Form N-8A (the "1940 Act Notification").
The term "Registration Statement" as used in this Agreement means
the registration statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the
1933 Act or, if the registration statement became effective under
the 1933 Act prior to the execution of this Agreement, as amended
or supplemented prior to the execution of this Agreement and
includes any information deemed to be included by Rule 430A under
the 1933 Act Rules and Regulations.  If it is contemplated, at
the time this Agreement is executed, that a post-effective
amendment to the registration statement will be filed under the
1933 Act and must be declared effective before the offering of
the Shares may commence, the term "Registration Statement" as
used in this Agreement means the registration statement as
amended by said post-effective amendment.  The term "Prospectus"
as used in this Agreement means the prospectus (including the
statement of additional information) in the form included in the
Registration Statement or, if the prospectus (including the
statement of additional information) included in the Registration
Statement omits information in reliance on Rule 430A and such
information is included in a prospectus (including the statement
of additional information) filed with the Commission pursuant to


                                2



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Rule 497(h) under the 1933 Act Rules and Regulations, the term
"Prospectus" as used in this Agreement means the prospectus
(including the statement of additional information) in the form
included in the Registration Statement as supplemented by the
addition of the information contained in the prospectus
(including the statement of additional information) filed with
the Commission pursuant to Rule 497(h).  The term "Prepricing
Prospectus" as used in this Agreement means the prospectus
(including the statement of additional information) subject to
completion in the form included in the registration statement at
the time of the initial filing of the registration statement with
the Commission and as such prospectus (including the statement of
additional information) shall have been amended from time to time
prior to the date of the Prospectus, together with any other
prospectus (including any other statement of additional
information) relating to the Fund other than the Prospectus.

    The Fund has furnished the Underwriters with copies of such
registration statement, each amendment to such registration
statement filed with the Commission and each Prepricing
Prospectus.

    2.   Agreements to Sell and Purchase.

    The Fund hereby agrees, subject to all the terms and
conditions set forth herein, to issue and to sell to each
Underwriter and, upon the basis of the representations,
warranties and agreements of the Fund and the Manager herein
contained and subject to all of the other terms and conditions
set forth herein, each Underwriter agrees, severally and not
jointly, to purchase from the Fund at a purchase price per share
of $24,750 per Share, the number of Shares set forth opposite the
name of such Underwriter in Schedule I hereto (or such number of
Shares increased as set forth in Section 10 hereof).

    3.   Terms of Public Offering.

    The Fund and the Manager have been advised by you that the
Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration
Statement and this Agreement have become effective as in your
judgment is advisable and initially to offer the Shares upon the
terms set forth in the Prospectus.

    4.   Delivery of Shares and Payments Therefor.

         (a)  Delivery to the Underwriters of and payment to the
    Fund for the Shares and payment of all amounts due to the
    Underwriters under Section 12 hereof shall be made at the
    office of Salomon Smith Barney Inc., 388 Greenwich Street,
    New York, New York 10013 or through the facilities of the


                                3



<PAGE>

    Depository Trust Company or another mutually agreeable
    facility, at 9:00 A.M., New York City time, on March 27, 2002
    (the "Closing Date"). The place of closing for the Shares and
    the Closing Date may be varied by agreement between you and
    the Fund.

         (b)  Certificates in definitive form representing the
    Shares registered in the name of Cede & Co., as nominee for
    the Depository Trust Company, shall be delivered by or on
    behalf of the Fund to the Depository Trust Company for the
    account of the Underwriters on the Closing Date.

    5.   Agreements of the Fund and the Manager.

    The Fund and the Manager (for such time as the Manager is
acting as the investment manager to the Fund), jointly and
severally, agree with the several Underwriters as follows:

         (a)  If, at the time this Agreement is executed and
    delivered, it is necessary for the Registration Statement or
    a post-effective amendment thereto to be declared effective
    under the 1933 Act before the offering of the Shares may
    commence, the Fund will use its reasonable best efforts to
    cause the Registration Statement or such post-effective
    amendment to become effective under the 1933 Act as soon as
    possible. If the Registration Statement has become effective
    and the Prospectus contained therein omits certain
    information at the time of effectiveness pursuant to Rule
    430A of the 1933 Act Rules and Regulations, the Fund will
    file a prospectus including such information pursuant to Rule
    497(h) of the 1933 Act Rules and Regulations, as promptly as
    practicable, but no later than the second business day
    following the earlier of the date of the determination of the
    offering price of the Shares or the date the Prospectus is
    first used after the effective date of the Registration
    Statement. If the Registration Statement has become effective
    and the Prospectus contained therein does not so omit such
    information, the Fund will file a Prospectus or a
    certification pursuant to Rule 497 (c) or (j), as applicable,
    of the 1933 Act Rules and Regulations as promptly as
    practicable, but no later than the fifth business day
    following the date of the later of the effective date of the
    Registration Statement or the commencement of the public
    offering of the Shares after the effective date of the
    Registration Statement. The Fund will advise you promptly
    and, if requested by you, will confirm such advice in writing
    (i) when the Registration Statement or such post-effective
    amendment has become effective and (ii) when the Prospectus
    has been timely filed pursuant to Rule 497(c) or Rule 497(h)
    of the 1933 Act Rules and Regulations or the certification



                                4



<PAGE>

    permitted pursuant to Rule 497(j) of the 1933 Act Rules and
    Regulations has been timely filed, whichever is applicable.

         (b)  The Fund will advise you promptly and, if requested
    by you, will confirm such advice in writing: (i) of any
    request made by the Commission for amendment of or a
    supplement to the Registration Statement, any Prepricing
    Prospectus or the Prospectus (or any amendment or supplement
    to any of the foregoing) or for additional information, (ii)
    of the issuance by the Commission, the National Association
    of Securities Dealers, Inc. (the "NASD"), any state
    securities commission, any national securities exchange, any
    arbitrator, any court or any other governmental, regulatory,
    self-regulatory or administrative agency or any official
    suspending the effectiveness of the Registration Statement,
    prohibiting or suspending the use of the Prospectus, any
    Prepricing Prospectus or any sales material (as hereinafter
    defined), of any notice pursuant to Section 8(e) of the 1940
    Act, of the suspension of qualification of the Shares for
    offering or sale in any jurisdiction, or of the initiation or
    contemplated initiation of any proceeding for any such
    purposes, (iii) of receipt by the Fund, the Manager or any
    affiliate of the Fund or any representative or attorney of
    the Fund or the Manager of any other material communication
    from the Commission, the NASD, any state securities
    commission, any national securities exchange, any arbitrator,
    any court or any other governmental, regulatory,
    self-regulatory or administrative agency or any official
    relating to the Fund (if such communication relating to the
    Fund is received by such person within three years after the
    date of this Agreement), the Registration Statement, the 1940
    Act Notification, the Prospectus, any Prepricing Prospectus,
    any sales material (as hereinafter defined) (or any amendment
    or supplement to any of the foregoing), this Agreement or any
    of the Fund Agreements (if such communication relating to any
    Fund Agreement relates to the transactions contemplated by
    this Agreement) and (iv) within the period of time referred
    to in paragraph (f) below, of any material adverse change in
    the condition (financial or other), business, prospects,
    properties, net assets or results of operations of the Fund
    or the Manager or of the happening of any event which makes
    any statement of a material fact made in the Registration
    Statement, the Prospectus, any Prepricing Prospectus or any
    sales material (as hereinafter defined) (or any amendment or
    supplement to any of the foregoing) untrue or which requires
    the making of any additions to or changes in the Registration
    Statement, the Prospectus, any Prepricing Prospectus or any
    sales materials (as hereinafter defined) (or any amendment or
    supplement to any of the foregoing) in order to state a
    material fact required by the 1933 Act, the 1940 Act or the
    Rules and Regulations to be stated therein or necessary in


                                5



<PAGE>

    order to make the statements therein (in the case of a
    prospectus, in light of the circumstances under which they
    were made) not misleading or of the necessity to amend or
    supplement the Registration Statement, the Prospectus, any
    Prepricing Prospectus or any sales material (as hereinafter
    defined) (or any amendment or supplement to any of the
    foregoing) to comply with the 1933 Act, the 1940 Act, the
    Rules and Regulations or any other law or order of any court
    or regulatory body. If at any time the Commission, the NASD,
    any state securities commission, any national securities
    exchange, any arbitrator, any court or any other
    governmental, regulatory, self-regulatory or administrative
    agency or any official shall issue any order suspending the
    effectiveness of the Registration Statement, prohibiting or
    suspending the use of the Prospectus, any Prepricing
    Prospectus or any sales material (as hereinafter defined) (or
    any amendment or supplement to any of the foregoing) or
    suspending the qualification of the Shares for offering or
    sale in any jurisdiction, the Fund will use its reasonable
    best efforts to obtain the withdrawal of such order at the
    earliest possible time.

         (c)  The Fund will furnish to you, without charge, three
    signed copies of the registration statement as originally
    filed with the Commission and of each amendment thereto,
    including financial statements and all exhibits thereto
    (except any post-effective amendment required by Rule 8b-16
    of the 1940 Act Rules and Regulations which is filed with the
    Commission after the later of (x) one year from the date of
    this Agreement and (y) the date on which the distribution of
    the Shares is completed) and will also furnish to you,
    without charge, such number of conformed copies of the
    registration statement as originally filed and of each
    amendment thereto (except any post-effective amendment
    required by Rule 8b-16 of the 1940 Act Rules and Regulations
    which is filed with the Commission after the later of (x) one
    year from the date of this Agreement and (y) the date on
    which the distribution of the Shares is completed), with or
    without exhibits, as you may reasonably request.

         (d)  The Fund will not (i) file any amendment to the
    Registration Statement or make any amendment or supplement to
    the Prospectus, any Prepricing Prospectus or any sales
    material (as hereinafter defined) (or any amendment or
    supplement to any of the foregoing) of which you shall not
    previously have been advised or to which you shall reasonably
    object within a reasonable time after being so advised or
    (ii) so long as, in the opinion of counsel for the
    Underwriters, a Prospectus is required to be delivered in
    connection with sales by any Underwriter or dealer, file any
    information, documents or reports pursuant to the Securities


                                6



<PAGE>

    Exchange Act of 1934, as amended (the "1934 Act"), without
    delivering a copy of such information, documents or reports
    to you, prior to or concurrently with such filing.

         (e)  Prior to the execution and delivery of this
    Agreement, the Fund has delivered to you, without charge, in
    such quantities as you have reasonably requested, copies of
    each form of any Prepricing Prospectus. The Fund consents to
    the use, in accordance with the provisions of the 1933 Act
    and with the securities or Blue Sky laws of the jurisdictions
    in which the Shares are offered by the several Underwriters
    and by dealers, prior to the date of the Prospectus, of each
    Prepricing Prospectus so furnished by the Fund.

         (f)  As soon after the execution and delivery of this
    Agreement as possible and thereafter from time to time, for
    such period as in the opinion of counsel for the Underwriters
    a prospectus is required by Rule 174 under the 1933 Act to be
    delivered in connection with sales of Shares by any
    Underwriter or dealer, the Fund will expeditiously deliver to
    each Underwriter and each dealer, without charge, as many
    copies of the Prospectus (and of any amendment or supplement
    thereto) as you may reasonably request. The Fund consents to
    the use of the Prospectus (and of any amendments or
    supplements thereto) in accordance with the provisions of the
    1933 Act and with the securities or Blue Sky laws of the
    jurisdictions in which the Shares are offered by the several
    Underwriters and by all dealers to whom Shares may be sold,
    both in connection with the offering or sale of the Shares
    and for such period of time thereafter as the Prospectus is
    required by law to be delivered in connection with sales of
    Shares by any Underwriter or dealer.  If during such period
    of time any event shall occur that in the judgment of the
    Fund or in the opinion of counsel for the Underwriters is
    required to be set forth in the Prospectus (as then amended
    or supplemented) or should be set forth therein in order to
    make the statements therein, in light of the circumstances
    under which they were made, not misleading or if it is
    necessary to supplement or amend the Prospectus to comply
    with the 1933 Act, the 1940 Act, the Rules and Regulations or
    any other law, rule or regulation, the Fund will forthwith
    prepare and, subject to the provisions of paragraph (d)
    above, file with the Commission an appropriate amendment or
    supplement thereto and will expeditiously furnish to the
    Underwriters and dealers, without charge, such number of
    copies thereof as they shall reasonably request.  In the
    event that the Prospectus is to be amended or supplemented,
    the Fund, if requested by you, will promptly issue a press
    release announcing or disclosing the matters to be covered by
    the proposed amendment or supplement.



                                7



<PAGE>

         (g)  The Fund will cooperate with you and with counsel
    for the Underwriters in connection with the registration or
    qualification of the Shares for offering and sale by the
    several Underwriters and by dealers under the securities or
    Blue Sky laws of such jurisdictions as you may designate and
    will file such consents to service of process or other
    documents necessary or appropriate in order to effect such
    registration or qualification; provided that in no event
    shall the Fund be obligated to qualify to do business in any
    jurisdiction where it is not now so qualified or to take any
    action which would subject it to service of process in suits,
    other than those arising out of the offering or sale of the
    Shares, in any jurisdiction where it is not now so subject.

         (h)  The Fund will make generally available to its
    security holders an earnings statement, which need not be
    audited, covering a twelve-month period commencing after the
    effective date of the Registration Statement and ending not
    later than 15 months thereafter, as soon as practicable after
    the end of such period, which earnings statement shall
    satisfy the provisions of Section 11(a) of the 1933 Act and
    Rule 158 of the 1933 Act Rules and Regulations.

         (i)  The Fund will comply with the undertaking set forth
    in paragraph 6 of Item 33 of Part C of the Registration
    Statement.

         (j)  During the period of five years hereafter, the Fund
    will furnish to you (i) as soon as available, a copy of each
    report of the Fund mailed to shareholders or filed with the
    Commission and (ii) from time to time such other information
    concerning the Fund as you may reasonably request.

         (k)  If this Agreement shall terminate or shall be
    terminated after execution pursuant to any provisions hereof
    (other than pursuant to the second paragraph of Section 10
    hereof or by notice given by you terminating this Agreement
    pursuant to Section 10 or Section 11 hereof) or if this
    Agreement shall be terminated by the Underwriters because of
    any failure or refusal on the part of the Fund or the Manager
    to comply with the terms or fulfill any of the conditions of
    this Agreement, the Fund and the Manager, jointly and
    severally, agree to reimburse the Underwriters for all
    out-of-pocket expenses (including fees and expenses of
    counsel for the Underwriters) incurred by you in connection
    herewith, but the Fund and the Manager shall in no event be
    liable for any internal cost of the Underwriters or any loss
    of anticipated profits or speculative, consequential or
    similar damages for such termination.




                                8



<PAGE>

         (l)  The Fund will direct the investment of the net
    proceeds of the offering of the Shares in such a manner as to
    comply with the investment objectives, policies and
    restrictions of the Fund as described in the Prospectus.

         (m)  The Fund will file the requisite copies of the
    Prospectus with the Commission in a timely fashion pursuant
    to Rule 497(c) or Rule 497(h) of the 1933 Act Rules and
    Regulations, whichever is applicable or, if applicable, will
    file in a timely fashion the certification permitted by Rule
    497(j) of the 1933 Act Rules and Regulations and will advise
    you of the time and manner of such filing.

         (n)  Except as provided in this Agreement or pursuant to
    any dividend reinvestment plan of the Fund in effect on the
    date hereof, the Fund will not sell, contract to sell or
    otherwise dispose of, any senior securities (as defined in
    the 1940 Act) or any securities convertible into or
    exercisable or exchangeable for senior securities or grant
    any options or warrants to purchase senior securities of the
    Fund, for a period of 180 days after the date of the
    Prospectus, without the prior written consent of Salomon
    Smith Barney Inc.

         (o)  Except as stated in this Agreement and in the
    Prospectus, neither the Fund nor the Manager has taken, nor
    will it take, directly or indirectly, any action designed to
    or that might reasonably be expected to cause or result in
    stabilization or manipulation of the price of the Shares.

         (p)  The Fund will use its reasonable best efforts to
    cause the Shares, prior to the Closing Date, to be assigned a
    rating of 'Aaa' by Moody's Investors Service, Inc. ("Moody's)
    and 'AAA' by Standard & Poor's Rating Service ("S&P", and
    together with Moody's, the "Rating Agencies").

    6.   Representations and Warranties of the Fund and the
Manager.  The Fund and the Manager, jointly and severally,
represent and warrant to each Underwriter that:

         (a)  Each Prepricing Prospectus included as part of the
    registration statement as originally filed or as part of any
    amendment or supplement thereto complied when so filed in all
    material respects with the provisions of the 1933 Act, the
    1940 Act and the Rules and Regulations.

         (b)  The Registration Statement, in the form in which it
    became or becomes effective and also in such form as it may
    be when any post-effective amendment thereto shall become
    effective and the Prospectus and any amendment or supplement
    thereto when filed with the Commission under Rule 497 of the


                                9



<PAGE>

    1933 Act Rules and Regulations and the 1940 Act Notification
    when originally filed with the Commission and any amendment
    or supplement thereto when filed with the Commission complied
    or will comply in all material respects with the provisions
    of the 1933 Act, the 1940 Act and the Rules and Regulations
    and did not or will not at any such times contain an untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the
    statements therein (in the case of a prospectus, in light of
    the circumstances under which they were made) not misleading;
    except that this representation and warranty does not apply
    to statements in or omissions from the Registration Statement
    or the Prospectus (or any amendment or supplement thereto)
    made in reliance upon and in conformity with information
    relating to any Underwriter furnished to the Fund by or on
    behalf of any Underwriter through you expressly for use
    therein.

         (c)  All the outstanding Common Shares of the Fund have
    been duly authorized and validly issued, are fully paid and,
    except as described in the Registration Statement,
    nonassessable and are free of any preemptive or similar
    rights; the Shares have been duly authorized and, when issued
    and delivered to the Underwriters against payment therefor in
    accordance with the terms hereof, will be validly issued,
    fully paid and, except as described in the Registration
    Statement, nonassessable and free of any preemptive or
    similar rights and the capital stock of the Fund conforms to
    the description thereof in the Registration Statement and the
    Prospectus (and any amendment or supplement to either of
    them).

         (d)  The Fund has been duly incorporated and is validly
    existing as a corporation in good standing under the laws of
    the State of Maryland, with full corporate power and
    authority to own, lease and operate its properties and to
    conduct its business as described in the Registration
    Statement and the Prospectus (and any amendment or supplement
    to either of them) and is duly registered and qualified to
    conduct business and is in good standing in each jurisdiction
    or place where the nature of its properties or the conduct of
    its business requires such registration or qualification,
    except where the failure so to register or to qualify does
    not have a material, adverse effect on the condition
    (financial or other), business, properties, net assets or
    results of operations of the Fund. The Fund has no
    subsidiaries.

         (e)  There are no legal or governmental proceedings
    pending or, to the knowledge of the Fund, threatened, against
    the Fund or to which the Fund or any of its properties is


                               10



<PAGE>

    subject, that are required to be described in the
    Registration Statement or the Prospectus (or any amendment or
    supplement to either of them) but are not described as
    required and there are no agreements, contracts, indentures,
    leases or other instruments that are required to be described
    in the Registration Statement or the Prospectus (or any
    amendment or supplement to either of them) or to be filed as
    an exhibit to the Registration Statement that are not
    described or filed as required by the 1933 Act, the 1940 Act
    or the Rules and Regulations.

         (f)  The Fund is not in violation of its Articles of
    Incorporation or By-Laws or in material violation of any law,
    ordinance, administrative or governmental rule or regulation
    applicable to the Fund or of any decree of the Commission,
    the NASD, any state securities commission, any national
    securities exchange, any arbitrator, any court or any other
    governmental, regulatory, self-regulatory or administrative
    agency or any official having jurisdiction over the Fund or
    in breach or default in the performance of any obligation,
    agreement or condition contained in any material bond,
    debenture, note or any other evidence of indebtedness or in
    any agreement, indenture, lease or other instrument to which
    the Fund is a party or by which it or any of its properties
    may be bound.

         (g)  Neither the issuance and sale of the Shares, the
    execution, delivery or performance of this Agreement nor any
    of the Fund Agreements by the Fund, nor the consummation by
    the Fund of the transactions contemplated hereby or thereby
    (A) requires any consent, approval, authorization or other
    order of or registration or filing with the Commission, the
    NASD, any national securities exchange, any arbitrator, any
    court or any other governmental, regulatory, self-regulatory
    or administrative agency or any official (except compliance
    with the securities or Blue Sky laws of various jurisdictions
    which have been or will be effected in accordance with this
    Agreement and except for compliance with the filing
    requirements of the NASD Division of Corporate Finance, if
    any) or conflicts or will conflict with or constitutes or
    will constitute a breach of the Articles of Incorporation,
    the Articles Supplementary or By-Laws of the Fund or (B)
    conflicts or will conflict with or constitutes or will
    constitute a breach of or a default under, any material
    agreement, indenture, lease or other instrument to which the
    Fund is a party or by which it or any of its properties may
    be bound or violates or will violate any material statute,
    law, regulation or filing or judgment, injunction, order or
    decree applicable to the Fund or any of its properties or
    will result in the creation or imposition of any material
    lien, charge or encumbrance upon any property or assets of


                               11



<PAGE>

    the Fund pursuant to the terms of any agreement or instrument
    to which it is a party or by which it may be bound or to
    which any of the property or assets of the Fund is subject.

         (h)  Since the date as of which information is given in
    the Registration Statement and the Prospectus (and any
    amendment or supplement to either of them), except as
    otherwise stated therein, (A) there has been no material,
    adverse change in the condition (financial or other),
    business, properties, net assets or results of operations of
    the Fund or business prospects (other than as a result of a
    change in the financial markets generally) of the Fund,
    whether or not arising in the ordinary course of business,
    (B) there have been no transactions entered into by the Fund
    which are material to the Fund other than those in the
    ordinary course of its business as described in the
    Prospectus (and any amendment or supplement thereto) and (C)
    there has been no dividend or distribution of any kind
    declared, paid or made by the Fund on any class of its common
    stock.

         (i)  The accountants, Ernst & Young LLP, who have
    audited or shall audit the financial statements included in
    the Registration Statement and the Prospectus (and any
    amendment or supplement to either of them), are an
    independent public accounting firm as required by the 1933
    Act, the 1940 Act and the Rules and Regulations.

         (j)  The financial statements, together with related
    schedules and notes, included in the Registration Statement
    or the Prospectus (or any amendment or supplement to either
    of them) present fairly the financial position of the Fund on
    the basis stated in the Registration Statement at the
    respective dates or for the respective periods to which they
    apply; such statements and related schedules and notes have
    been prepared in accordance with generally accepted
    accounting principles consistently applied throughout the
    periods involved except as disclosed therein; and the other
    financial and statistical information and data included in
    the Registration Statement or the Prospectus (or any
    amendment or supplement thereto) are accurately derived from
    such financial statements and the books and records of the
    Fund.

         (k)  The Fund, subject to the Registration Statement
    having been declared effective and the filing of the
    Prospectus under Rule 497 under the Rules and Regulations,
    has taken all required action under the 1933 Act, the 1940
    Act and the Rules and Regulations to make the public offering
    and consummate the sale of the Shares as contemplated by this
    Agreement.


                               12



<PAGE>

         (l)  The execution and delivery of and the performance
    by the Fund of its obligations under this Agreement and the
    Fund Agreements have been duly and validly authorized by the
    Fund and this Agreement and the Fund Agreements have been
    duly executed and delivered by the Fund and constitute the
    valid and legally binding agreements of the Fund, enforceable
    against the Fund in accordance with their terms, except as
    rights to indemnity and contribution hereunder may be limited
    by federal or state securities laws and subject to the
    qualification that the enforceability of the Fund's
    obligations hereunder and thereunder may be limited by
    bankruptcy, insolvency, reorganization, moratorium and other
    laws relating to or affecting creditors' rights generally and
    by general equitable principles.

         (m)  Except as disclosed in the Registration Statement
    and the Prospectus (and any amendment or supplement to either
    of them), subsequent to the respective dates as of which such
    information is given in the Registration Statement and the
    Prospectus (and any amendment or supplement to either of
    them), the Fund has not incurred any liability or obligation,
    direct or contingent, or entered into any transaction, not in
    the ordinary course of business, that is material to the Fund
    and there has not been any change in the capital stock or
    material increase in the short-term debt or long-term debt of
    the Fund or any material, adverse change or any development
    involving or which should reasonably be expected to involve a
    prospective material, adverse change in the condition
    (financial or other), business, properties, net assets or
    results of operations of the Fund.

         (n)  The Fund has not distributed and, prior to the
    later to occur of (i) the Closing Date and (ii) completion of
    the distribution of the Shares, will not distribute to the
    public any offering material in connection with the offering
    and sale of the Shares other than the Registration Statement,
    the Prepricing Prospectus included in Pre-Effective Amendment
    No. 1 to the Registration Statement and the Prospectus.

         (o)  The Fund has such licenses, permits, and
    authorizations of governmental or regulatory authorities
    ("permits") as are necessary to own its property and to
    conduct its business in the manner described in the
    Prospectus (and any amendment or supplement thereto); the
    Fund has fulfilled and performed all its material obligations
    with respect to such permits and no event has occurred which
    allows or, after notice or lapse of time, would allow,
    revocation or termination thereof or results in any other
    material impairment of the rights of the Fund under any such
    permit, subject in each case to such qualification as may be
    set forth in the Prospectus (and any amendment or supplement


                               13



<PAGE>

    thereto); and, except as described in the Prospectus (and any
    amendment or supplement thereto), none of such permits
    contains any restriction that is materially burdensome to the
    Fund.

         (p)  The Fund maintains and will maintain a system of
    internal accounting controls sufficient to provide reasonable
    assurances that (i) transactions are executed in accordance
    with management's general or specific authorization and with
    the investment policies and restrictions of the Fund and the
    applicable requirements of the 1940 Act, the 1940 Act Rules
    and Regulations and the Internal Revenue Code of 1986, as
    amended (the "Code"); (ii) transactions are recorded as
    necessary to permit preparation of financial statements in
    conformity with generally accepted accounting principles, to
    calculate net asset value, to maintain accountability for
    assets and to maintain material compliance with the books and
    records requirements under the 1940 Act and the 1940 Act
    Rules and Regulations; (iii) access to assets is permitted
    only in accordance with management's general or specific
    authorization; and (iv) the recorded account for assets is
    compared with existing assets at reasonable intervals and
    appropriate action is taken with respect to any differences.

         (q)  The Fund has filed all tax returns required to be
    filed and the Fund is not in material default in the payment
    of any taxes which were shown as payable on said returns or
    any assessments with respect thereto.

         (r)  The conduct by the Fund of its business (as
    described in the Prospectus) does not require it to be the
    owner, possessor or licensee of any patents, patent licenses,
    trademarks, service marks or trade names which it does not
    own, possess or license.

         (s)  Except as stated in this Agreement and in the
    Prospectus (and any amendment or supplement thereto), the
    Fund has not taken and will not take, directly or indirectly,
    any action designed to or which should reasonably be expected
    to cause or result in or which will constitute stabilization
    or manipulation of the price of the Shares in violation of
    federal securities laws and the Fund is not aware of any such
    action taken or to be taken by any affiliates of the Fund.

         (t)  The Fund is duly registered under the 1940 Act as a
    closed-end, diversified management investment company and the
    1940 Act Notification has been duly filed with the Commission
    and, at the time of filing thereof and at the time of filing
    any amendment or supplement thereto, conformed in all
    material respects with all applicable provisions of the 1940
    Act and the Rules and Regulations.  The Fund has not received


                               14



<PAGE>

    any notice from the Commission pursuant to Section 8(e) of
    the 1940 Act with respect to the 1940 Act Notification or the
    Registration Statement (or any amendment or supplement to
    either of them).

         (u)  All advertising, sales literature or other
    promotional material (including "prospectus wrappers" and
    "broker kits"), whether in printed or electronic form,
    authorized in writing by or prepared by the Fund or the
    Manager for use in connection with the offering and sale of
    the Shares (collectively, "sales material") complied and
    comply in all material respects with the applicable
    requirements of the 1933 Act, the 1933 Act Rules and
    Regulations and the rules and interpretations of the NASD and
    if required to be filed with the NASD under the NASD's
    conduct rules were so filed. No sales material, when read
    together with the Prospectus, contained or contains an untrue
    statement of a material fact or omitted or omits to state a
    material fact required to be stated therein or necessary to
    make the statements therein, in light of the circumstances
    under which they were made, not misleading.

         (v)  This Agreement and each of the Fund Agreements
    complies in all material respects with all applicable
    provisions of the 1940 Act, the 1940 Act Rules and
    Regulations, the Investment Advisers Act of 1940, as amended
    (the "Advisers Act") and the rules and regulations adopted by
    the Commission under the Advisers Act (the "Advisers Act
    Rules and Regulations").

         (w)  No holder of any security of the Fund has any right
    to require registration of Common Shares, the Shares or any
    other security of the Fund because of the filing of the
    registration statement or consummation of the transactions
    contemplated by this Agreement.

         (x)  The Fund intends to direct the investment of the
    proceeds of the offering of the Shares in such a manner as to
    comply with the requirements of Subchapter M of the Code.

    7    Representations and Warranties of the Manager.  The
Manager represents and warrants to each Underwriter as follows:

         (a)  The Manager has been duly formed and is validly
    existing and in good standing under the laws of Delaware,
    with power and authority (partnership and other) to own its
    properties and conduct its business as described in the
    Prospectus, and has been duly qualified as a foreign
    partnership for the transaction of business and is in good
    standing under the laws of each other jurisdiction in which
    it owns or leases properties, or conducts any business, so as


                               15



<PAGE>

    to require such qualification, other than where the failure
    to be so qualified or in good standing would not have a
    material adverse effect on the Manager and its subsidiaries
    taken as a whole.

         (b)  The Manager is duly registered as an investment
    adviser under the Advisers Act and is not prohibited by any
    provision of the Advisers Act or the 1940 Act, or the rules
    and regulations under such Acts, from acting as an investment
    adviser for the Fund as contemplated in the Prospectus and
    the Management Agreement.  There does not exist to the
    knowledge of the Manager any proceeding, which might
    materially adversely affect the registration of the Manager
    with the Commission.

         (c)  Each of this Agreement, the Management Agreement
    and any other Fund Agreement to which the Manager is a party
    has been duly authorized, executed and delivered by the
    Manager and complies with all applicable provisions of the
    Advisers Act, the 1940 Act, and the rules and regulations
    under such Acts.

         (d)  Neither the execution, delivery or performance by
    the Manager of its obligations under this Agreement, the
    Management Agreement or any other Fund Agreement to which the
    Manager is a party nor the consummation of the transactions
    contemplated therein or in the Registration Statement or
    Prospectus nor the fulfillment of the terms thereof will
    conflict with or result in a breach of any of the terms or
    provisions of, or constitute a default under, any indenture,
    mortgage, deed of trust, loan agreement or other agreement or
    instrument to which the Manager is a party or by which the
    Manager is bound or to which any of the property or assets of
    the Manager is subject, nor will any such action result in
    any violation of the provisions of the organizational
    documents of the Manager or any applicable law or statute or
    any order, rule or regulation of any court or governmental
    agency or body having jurisdiction over the Manager or any of
    its properties.

         (e)  Other than (i) as set forth in Part II, Item 1 of
    the Quarterly Report on Form 10-Q filed by the Manager with
    the Commission with respect to the quarterly periods ended
    March 31, 2001, June 30, 2001 and September 30, 2001 pursuant
    to Section 13 or 15(d) of the 1934 Act; (ii) as set forth in
    the Current Report on Form 8-K filed by the Manager with the
    Commission on December 13, 2001 and January 10, 2002 pursuant
    to Section 13 or 15(d) of the 1934 Act; and (iii) the
    complaint entitled Roffe v. Alliance Capital Management L.P.
    and Alliance Premier Growth Fund ("Roffe Complaint"), which
    was filed in Federal district court in the District of New


                               16



<PAGE>

    Jersey against the Manager and Alliance Premier Growth Fund,
    and the complaint entitled Tatem v. Alliance Capital
    Management L.P. and Alliance Premier Growth Fund ("Tatem
    Complaint"), which was filed in Federal district court in the
    District of New Jersey against the Manager and Alliance
    Premier Growth Fund, the plaintiffs' allegations and relief
    sought in the Roffe Complaint and the Tatem Complaint being
    virtually identical to the allegations and relief sought in
    the actions discussed in (ii) above, there are no legal or
    governmental investigations, actions, suits or proceedings
    pending or, to the knowledge of the Manager, threatened
    against or affecting the Manager or any of its subsidiaries
    or any of their respective properties or to which the Manager
    or any of its subsidiaries is or may be a party or to which
    any property of the Manager or any of its subsidiaries is or
    may be the subject which, if determined adversely to the
    Manager or any of its subsidiaries, would individually or in
    the aggregate have, or reasonably be expected to have, a
    material adverse effect on the Manager's ability to perform
    its obligations under the Management Agreement and, to the
    Manager's knowledge, no such proceedings are threatened or
    contemplated by governmental authorities or threatened by
    others.

         (f)  No consent, approval, authorization, order,
    license, registration or qualification of, or any filing
    with, any court or governmental agency or body, whether
    foreign or domestic, is required for the consummation by the
    Manager of the transactions contemplated by this Agreement.

         (g)  The Manager owns or possesses all material
    governmental licenses, permits, consents, orders, approvals
    or other authorizations, whether foreign or domestic, to
    enable the Manager to perform its obligations under the
    Management Agreement.

         (h)  The information regarding the Manager in the
    Registration Statement and the Prospectus complies in all
    material respects with the requirements of Form N-2 and, as
    of the date of the Prospectus, such information regarding the
    Manager did not contain any untrue statement of a material
    fact or omit to state any material fact required to be stated
    therein or necessary in order to make the statements therein,
    in light of the circumstances under which they were made, not
    misleading.

         (i)  Except as stated in this Agreement and in the
    Prospectus (and in any amendment or supplement thereto), the
    Manager has not taken and will not take, directly or
    indirectly, any action designed to or which should reasonably
    be expected to cause or result in or which will constitute,


                               17



<PAGE>

    stabilization or manipulation of the price of the Shares in
    violation of federal securities laws and the Manager is not
    aware of any such action taken or to be taken by any
    affiliates of the Manager.

         (j)  In the event that the Fund or the Manager makes
    available any promotional materials intended for use only by
    qualified broker-dealers and registered representatives
    thereof by means of an Internet web site or similar
    electronic means, the Manager will install and maintain
    pre-qualification and password-protection or similar
    procedures which are reasonably designed to effectively
    prohibit access to such promotional materials by persons
    other than qualified broker-dealers and registered
    representatives thereof.

    8.   Indemnification and Contribution.

         (a)  The Fund and the Manager, jointly and severally,
    agree to indemnify and hold harmless each of you and each
    other Underwriter and each person, if any, who controls any
    Underwriter within the meaning of Section 15 of the 1933 Act
    or Section 20 of the 1934 Act, from and against any and all
    losses, claims, damages, liabilities and expenses, joint or
    several (including reasonable costs of investigation) arising
    out of or based upon any untrue statement or alleged untrue
    statement of a material fact contained in the Registration
    Statement, the Prospectus, any Prepricing Prospectus, any
    sales material (or any amendment or supplement to any of the
    foregoing) or arising out of or based upon any omission or
    alleged omission to state therein a material fact required to
    be stated therein or necessary to make the statements therein
    (in the case of a prospectus, in light of the circumstances
    under which they were made) not misleading, except insofar as
    such losses, claims, damages, liabilities or expenses arise
    out of or are based upon any untrue statement or omission or
    alleged untrue statement or omission which has been made
    therein or omitted therefrom in reliance upon and in
    conformity with the information relating to such Underwriters
    furnished in writing to the Fund by or on behalf of any
    Underwriter through you expressly for use in connection
    therewith; provided, however, that the foregoing indemnity
    with respect to the Registration Statement, the Prospectus or
    any Prepricing Prospectuses (or any amendment or supplement
    to any of the foregoing) shall not inure to the benefit of
    any Underwriter from whom the person asserting any loss,
    claim, damage, liability or expense purchased Shares, if it
    is shown that a copy of the Prospectus, as then amended or
    supplemented, which would have cured any defect giving rise
    to such loss, claim, damage, liability or expense was not
    sent or delivered to such person by or on behalf of such


                               18



<PAGE>

    Underwriter, if required by law to be so delivered, at or
    prior to the confirmation of the sale of such Shares to such
    person and such Prospectus, amendments and supplements had
    been provided by the Fund to the Underwriters in the
    requisite quantity and on a timely basis to permit proper
    delivery.  The foregoing indemnity agreement shall be in
    addition to any liability which the Fund or the Manager may
    otherwise have.

         (b)  If any action, suit or proceeding shall be brought
    against any Underwriter or any person controlling any
    Underwriter in respect of which indemnity may be sought
    against the Fund or the Manager, such Underwriter or such
    controlling person shall promptly notify the Fund or the
    Manager and the Fund or the Manager shall assume the defense
    thereof, including the employment of counsel and the payment
    of all fees and expenses. Such Underwriter or any such
    controlling person shall have the right to employ separate
    counsel in any such action, suit or proceeding and to
    participate in the defense thereof, but the fees and expenses
    of such counsel shall be at the expense of such Underwriter
    or controlling person unless (i) the Fund or the Manager have
    agreed in writing to pay such fees and expenses, (ii) the
    Fund and the Manager have failed within a reasonable time to
    assume the defense and employ counsel or (iii) the named
    parties to any such action, suit or proceeding (including any
    impleaded parties) include both such Underwriter or such
    controlling person and the Fund or the Manager and such
    Underwriter or such controlling person shall have been
    advised by its counsel that representation of such
    indemnified party and the Fund or the Manager by the same
    counsel would be inappropriate under applicable standards of
    professional conduct (whether or not such representation by
    the same counsel has been proposed) due to actual or
    potential differing interests between them (in which case the
    Fund and the Manager shall not have the right to assume the
    defense of such action, suit or proceeding on behalf of such
    Underwriter or such controlling person).  It is understood,
    however, that the Fund and the Manager shall, in connection
    with any one such action, suit or proceeding or separate but
    substantially similar or related actions, suits or
    proceedings in the same jurisdiction arising out of the same
    general allegations or circumstances be liable for the
    reasonable fees and expenses of only one separate firm of
    attorneys (in addition to any local counsel if there is any
    action, suit or proceeding in more than one jurisdiction) at
    any time for all such Underwriters and controlling persons
    not having actual or potential differing interests with you
    or among themselves, which firm shall be designated in
    writing by Salomon Smith Barney Inc. and that, subject to the
    requirements of 1940 Act Release No. 11330, all such fees and


                               19



<PAGE>

    expenses shall be reimbursed promptly as they are incurred.
    The Fund and the Manager shall not be liable for any
    settlement of any such action, suit or proceeding effected
    without the written consent of the Fund or the Manager, but
    if settled with such written consent or if there be a final
    judgment for the plaintiff in any such action, suit or
    proceeding, the Fund and the Manager agree to indemnify and
    hold harmless any Underwriter, to the extent provided in the
    preceding paragraph, and any such controlling person from and
    against any loss, liability, damage or expense by reason by
    such settlement or judgment.

         (c)  Each Underwriter agrees, severally and not jointly,
    to indemnify and hold harmless the Fund and the Manager,
    their trustees, directors, any officers of the Fund who sign
    the Registration Statement and any person who controls the
    Fund or the Manager within the meaning of Section 15 of the
    1933 Act or Section 20 of the 1934 Act, to the same extent as
    the foregoing indemnity from the Fund and the Manager to each
    Underwriter, but only with respect to information relating to
    such Underwriter furnished in writing by or on behalf of such
    Underwriter through you expressly for use in the Registration
    Statement or the Prospectus (or any amendment or supplement
    to either of them).  If any action, suit or proceeding shall
    be brought against the Fund or the Manager, any of their
    trustees, directors, any such officer or any such controlling
    person, based on the Registration Statement or the Prospectus
    (or any amendment or supplement to either of them) and in
    respect of which indemnity may be sought against any
    Underwriter pursuant to this paragraph (c), such Underwriter
    shall have the rights and duties given to the Fund by
    paragraph (b) above (except that if the Fund or the Manager
    shall have assumed the defense thereof such Underwriter shall
    not be required to do so, but may employ separate counsel
    therein and participate in the defense thereof, but the fees
    and expenses of such counsel shall be at such Underwriter's
    expense) and the Fund and the Manager, their trustees,
    directors, any such officer and any such controlling person
    shall have the rights and duties given to the Underwriters by
    paragraph (b) above.  The foregoing indemnity agreement shall
    be in addition to any liability which the Underwriters may
    otherwise have.

         (d)  If the indemnification provided for in this Section
    8 is unavailable to an indemnified party under paragraphs (a)
    or (c) hereof in respect of any losses, claims, damages,
    liabilities or expenses referred to therein, then an
    indemnifying party, in lieu of indemnifying such indemnified
    party, shall contribute to the amount paid or payable by such
    indemnified party as a result of such losses, claims,
    damages, liabilities or expenses (i) in such proportion as is


                               20



<PAGE>

    appropriate to reflect the relative benefits received by the
    Fund and the Manager on the one hand (treated jointly for
    this purpose as one person) and the Underwriters on the other
    hand from the offering of the Shares or (ii) if the
    allocation provided by clause (i) above is not permitted by
    applicable law, in such proportion as is appropriate to
    reflect not only the relative benefits referred to in clause
    (i) above but also the relative fault of the Fund and the
    Manager on the one hand (treated jointly for this purpose as
    one person) and of the Underwriters on the other hand in
    connection with the statements or omissions which resulted in
    such losses, claims, damages, liabilities or expenses, as
    well as any other relevant equitable considerations.  The
    relative benefits received by the Fund and the Manager on the
    one hand (treated jointly for this purpose as one person) and
    the Underwriters on the other hand shall be deemed to be in
    the same proportion as the total net proceeds from the
    offering (before deducting expenses) received by the Fund as
    set forth in the table on the cover page of the Prospectus
    bear to the total payments received by the Underwriters with
    respect to the Shares as set forth in the table on the cover
    page of the Prospectus.  The relative fault of the Fund and
    the Manager on the one hand (treated jointly for this purpose
    as one person) and of the Underwriters on the other hand
    shall be determined by reference to, among other things,
    whether the untrue or alleged untrue statement of a material
    fact or the omission or alleged omission to state a material
    fact relates to information supplied by the Fund and the
    Manager on the one hand (treated jointly for this purpose as
    one person) or by the Underwriters on the other hand and the
    parties' relative intent, knowledge, access to information
    and opportunity to correct or prevent such statement or
    omission.

         (e)  The Fund, the Manager and the Underwriters agree
    that it would not be just and equitable if contribution
    pursuant to this Section 8 were determined by pro rata
    allocation (even if the Underwriters were treated as one
    entity for such purpose) or by any other method of allocation
    that does not take account of the equitable considerations
    referred to in paragraph (d) above. The amount paid or
    payable by an indemnified party as a result of the losses,
    claims, damages, liabilities and expenses referred to in
    paragraph (d) above shall be deemed to include, subject to
    the limitations set forth above, any legal or other expenses
    reasonably incurred by such indemnified party in connection
    with defending any such action, suit or proceeding.
    Notwithstanding the provisions of this Section 8, no
    Underwriter shall be required to contribute any amount in
    excess of the amount by which the total price of the Shares
    underwritten by it and distributed to the public exceeds the


                               21



<PAGE>

    amount of any damages which such Underwriter has otherwise
    been required to pay by reason of such untrue or alleged
    untrue statement or omission or alleged omission. No person
    guilty of fraudulent misrepresentation (within the meaning of
    Section 11(f) of the 1933 Act) shall be entitled to
    contribution from any person who was not guilty of such
    fraudulent misrepresentation. The Underwriters' obligations
    to contribute pursuant to this Section 8 are several in
    proportion to the respective number of Shares set forth
    opposite their names in Schedule I (or such numbers of Shares
    increased as set forth in Section 10 hereof) and not joint.

         (f)  No indemnifying party shall, without the prior
    written consent of the indemnified party, effect any
    settlement of any pending or threatened action, suit or
    proceeding in respect of which any indemnified party is or
    could have been a party and indemnity could have been sought
    hereunder by such indemnified party, unless such settlement
    includes an unconditional release of such indemnified party
    from all liability from claimants on claims that are the
    subject matter of such action, suit or proceeding.

         (g)  Any losses, claims, damages, liabilities or
    expenses for which an indemnified party is entitled to
    indemnification or contribution under this Section 8 shall be
    paid by the indemnifying party to the indemnified party as
    such losses, claims, damages, liabilities or expenses are
    incurred. The indemnity and contribution agreements contained
    in this Section 8 and the representations and warranties of
    the Fund and the Manager set forth in this Agreement shall
    remain operative and in full force and effect, regardless of
    (i) any investigation made by or on behalf of any Underwriter
    or any person controlling any Underwriter, the Fund, the
    Manager or their trustees, directors or officers or any
    person controlling the Fund or the Manager, (ii) acceptance
    of any Shares and payment therefor hereunder and (iii) any
    termination of this Agreement. A successor to any Underwriter
    or to the Fund, the Manager or their trustees, directors or
    officers or any person controlling any Underwriter, the Fund
    or the Manager shall be entitled to the benefits of the
    indemnity, contribution and reimbursement agreements
    contained in this Section 8.

    9.   Conditions of Underwriters' Obligations.

    The several obligations of the Underwriters to purchase any
Shares hereunder are subject to, in the good faith judgment of
the Underwriters, the accuracy of and compliance with the
representations, warranties and agreements of and by the Fund and
the Manager contained herein on and as of the date hereof, the
date on which the Registration Statement becomes or became


                               22



<PAGE>

effective, the date of the Prospectus (and of any amendment or
supplement thereto), and the Closing Date; to the accuracy and
completeness of all statements made by the Fund, the Manager or
any of their officers in any certificate delivered to the
Underwriters or their counsel pursuant to this Agreement and to
the following conditions:

         (a)  If, at the time this Agreement is executed and
    delivered, it is necessary for the Registration Statement or
    a post-effective amendment thereto to be declared effective
    before the offering of the Shares may commence, the
    Registration Statement or such post-effective amendment shall
    have become effective not later than 5:30 p.m., New York City
    time, on the date hereof or at such later date and time as
    shall be consented to in writing by you and all filings, if
    any, required by Rules 497 and 430A under the 1933 Act Rules
    and Regulations shall have been timely made; no order
    suspending the effectiveness of the Registration Statement
    shall have been issued and no proceeding for that purpose
    shall have been instituted or, to the knowledge of the Fund,
    the Manager or any Underwriter, threatened by the Commission
    and any request of the Commission for additional information
    (to be included in the Registration Statement or the
    Prospectus or otherwise) shall have been complied with to
    your satisfaction.

         (b)  You shall have received on the Closing Date an
    opinion of Seward & Kissel LLP, counsel for the Fund, dated
    the Closing Date and addressed to you, to the effect that:

              (i)  The Fund has been duly incorporated and is
         validly existing as a corporation in good standing under
         the laws of the State of Maryland with full corporate
         power and authority to own, lease and operate its
         properties and to conduct its business as described in
         the Registration Statement and the Prospectus (and any
         amendment or supplement thereto through the date of the
         opinion) and is duly registered and qualified to conduct
         its business and is in good standing in each
         jurisdiction where the nature of its properties or the
         conduct of its business requires such registration or
         qualification, except where the failure so to register
         or to qualify does not have a material, adverse effect
         on the condition (financial or other), business,
         properties, net assets or results of operations of the
         Fund;

             (ii)  The authorized and outstanding capital stock
         of the Fund is as set forth in the Registration
         Statement and Prospectus (or any amendment or supplement
         thereto through the date of the opinion); and the


                               23



<PAGE>

         description of the authorized capital stock of the Fund
         contained in the Prospectus (or any amendment or
         supplement thereto through the date of the opinion)
         under the captions "Description of Preferred Shares",
         "Description of Common Shares" and "Description of
         Shares" conforms in all material respects as to legal
         matters to the terms thereof contained in the Fund's
         Articles of Incorporation and Articles Supplementary;

            (iii)  All the shares of capital stock of the Fund
         outstanding prior to the issuance of the Shares have
         been duly authorized and validly issued and are fully
         paid and nonassessable;

             (iv)  The Shares have been duly authorized and, when
         issued and delivered to the Underwriters against payment
         therefor in accordance with the terms hereof, will be
         validly issued, fully paid and nonassessable and not
         subject to any preemptive rights that entitle or will
         entitle any person to acquire any Shares upon the
         issuance thereof by the Fund;

              (v)  The form of certificates for the Shares is in
         due and proper form and complies with the requirements
         of all applicable laws;

             (vi)  The Fund has the power and authority to enter
         into this Agreement and the Fund Agreements and to
         issue, sell and deliver the Shares to the Underwriters
         as provided herein and this Agreement and each of the
         Fund Agreements have been duly authorized, executed and
         delivered by the Fund and assuming due authorization,
         execution and delivery by the other parties thereto,
         constitute the valid, legal and binding agreements of
         the Fund, enforceable against the Fund in accordance
         with their terms, except as enforcement of rights to
         indemnity hereunder may be limited by Federal or state
         securities laws or principles of public policy and
         subject to the qualification that the enforceability of
         the Fund's obligations hereunder and thereunder may be
         limited by bankruptcy, insolvency, reorganization,
         moratorium and other laws relating to or affecting
         creditors' rights generally and by general equitable
         principles, whether enforcement is considered in a
         proceeding in equity or at law;

            (vii)  The Manager has corporate power and authority
         to enter into this Agreement and the Management
         Agreement and each of this Agreement and the Management
         Agreement has been duly authorized, executed and
         delivered by the Manager and each of this Agreement and


                               24



<PAGE>

         the Management Agreement is a valid, legal and binding
         agreement of the Manager, enforceable against the
         Manager in accordance with its terms, except as
         enforcement of rights to indemnity and contribution
         hereunder may be limited by Federal or state securities
         laws or principles of public policy and subject to the
         qualification that the enforceability of the Manager's
         obligations hereunder and thereunder may be limited by
         bankruptcy, insolvency, reorganization, moratorium and
         other laws relating to or affecting creditors' rights
         generally and by general equitable principles, whether
         enforcement is considered in a proceeding in equity or
         at law;

           (viii)  The Fund Agreements comply in all material
         respects with all applicable provisions of the 1933 Act,
         the 1940 Act, the Advisers Act, the Rules and
         Regulations and the Advisers Act Rules and Regulations;

             (ix)  The Fund is not in violation of its Articles
         of Incorporation, the Articles Supplementary or By-Laws
         or to the best knowledge of such counsel after
         reasonable inquiry, is not in default in the performance
         of any material obligation, agreement or condition
         contained in any bond, debenture, note or other evidence
         of indebtedness, except as may be disclosed in the
         Prospectus (and any amendment or supplement thereto);

              (x)  No consent, approval, authorization or order
         of or registration or filing with the Commission, the
         NASD, any state securities commission, any national
         securities exchange, any arbitrator, any court or any
         other governmental body, agency or regulatory,
         self-regulatory or administrative agency or any official
         is required on the part of the Fund (except as have been
         obtained under the 1933 Act and the 1934 Act or such as
         may be required under state securities or Blue Sky laws
         governing the purchase and distribution of the Shares)
         for the valid issuance and sale of the Shares to the
         Underwriters as contemplated by this Agreement,
         performance of the Fund Agreements or this Agreement by
         the Fund, or the consummation by the Fund of the
         transactions contemplated thereby or hereby;

             (xi)  Neither the offer, sale or delivery of the
         Shares, the execution, delivery or performance of this
         Agreement or the Fund Agreements, compliance by the Fund
         with the provisions hereof or thereof, consummation by
         the Fund of the transactions contemplated hereby or
         thereby violates the Articles of Incorporation, Articles
         Supplementary or By-Laws of the Fund or any material


                               25



<PAGE>

         agreement, indenture, lease or other instrument to which
         the Fund is a party or by which it or any of its
         properties is bound that is an exhibit to the
         Registration Statement or that is known to such counsel
         after reasonable inquiry or, to the best of such
         counsel's knowledge after reasonable inquiry, will
         result in the creation or imposition of any material
         lien, charge or encumbrance upon any property or assets
         of the Fund, nor, to the best of such counsel's
         knowledge after reasonable inquiry, will any such action
         result in any violation of any existing material law,
         regulation, ruling (assuming compliance with all
         applicable state securities and Blue Sky laws),
         judgment, injunction, order or decree applicable to the
         Fund or any of its properties;

            (xii)  The Registration Statement and all
         post-effective amendments, if any, have become effective
         under the 1933 Act and, to the best knowledge of such
         counsel after reasonable inquiry, no order suspending
         the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose are pending
         before or contemplated by the Commission; and any filing
         of the Prospectus and any amendments or supplements
         thereto required pursuant to Rule 497 of the 1933 Act
         Rules and Regulations prior to the date of such opinion
         have been made in accordance with Rule 497;

           (xiii)  The Fund is duly registered with the
         Commission under the 1940 Act as a closed-end,
         diversified management investment company and all action
         has been taken by the Fund as required by the 1933 Act
         and the 1940 Act and the Rules and Regulations in
         connection with the issuance and sale of the Shares to
         make the public offering and consummate the sale of the
         Shares as contemplated by this Agreement;

            (xiv)  The statements made in the Registration
         Statement and the Prospectus (and any amendment or
         supplement to either of them through the date of the
         opinion) under the caption "Tax Matters" have been
         reviewed by such counsel and to the extent they describe
         or summarize tax laws, doctrines or practices of the
         United States, present a fair and accurate description
         or summary thereof as of the date of the opinion;

             (xv)  The statements in the Registration Statement
         and Prospectus (and any amendment or supplement to
         either of them through the date of the opinion), insofar
         as they are descriptions of contracts, agreements or
         other legal documents or refer to statements of law or


                               26



<PAGE>

         legal conclusions, are accurate and present fairly the
         information required to be shown;

            (xvi)  The Registration Statement and the Prospectus
         (and any amendment or supplement to either of them
         through the date of the opinion) comply as to form in
         all material respects with the requirements of the 1933
         Act, the 1940 Act and the Rules and Regulations (except
         that no opinion need be expressed as to the financial
         statements and the notes thereto and the schedules and
         other financial and statistical data included therein as
         to which such counsel need not express any opinion);

           (xvii)  To the best knowledge of such counsel after
         reasonable inquiry, (A) other than as described or
         contemplated in the Prospectus (or any amendment or
         supplement thereto through the date of the opinion),
         there are no actions, suits or other legal or
         governmental proceedings pending or expressly threatened
         against the Fund and (B) there are no material
         agreements, contracts, indentures, leases or other
         instruments that are required to be described in the
         Registration Statement or the Prospectus (or any
         amendment or supplement to either of them through the
         date of the opinion) or to be filed as an exhibit to the
         Registration Statement that are not described or filed
         as required, as the case may be; and

          (xviii)  To the best knowledge of such counsel after
         reasonable inquiry, the Fund is not in violation of any
         law, ordinance, administrative or governmental rule or
         regulation applicable to the Fund or of any decree of
         the Commission, the NASD, any state securities
         commission, any national securities exchange, any
         arbitrator, any court or any other governmental,
         regulatory, self-regulatory or administrative agency or
         any official having jurisdiction over the Fund.

    Such counsel shall also state that although counsel has not
undertaken, except as otherwise indicated in their opinion, to
determine independently and does not assume any responsibility
for, the accuracy or completeness of the statements in the
Registration Statement, such counsel has participated in the
preparation of the Registration Statement and the Prospectus,
including review and discussion of the contents thereof, and
nothing has come to the attention of such counsel that has caused
it to believe that the Registration Statement, at the time the
Registration Statement became effective or the Prospectus, as of
its date and as of the Closing Date, contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements


                               27



<PAGE>

therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading or that
any amendment or supplement to the Prospectus, as of the Closing
Date, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading (it being understood that such
counsel need express no view with respect to the financial
statements and the notes thereto and the schedules and other
financial and statistical data included in the Registration
Statement or the Prospectus).

    In rendering such opinion, such counsel may limit such
opinion to matters involving the application of the laws of the
State of New York, the State of Maryland, the State of Delaware
and the United States. To the extent they deem proper and to the
extent specified in such opinion, such counsel may rely, as to
matters involving the application of laws of the State of
Maryland, upon the opinion of Ballard Spahr Andrews & Ingersoll,
LLP or other counsel of good standing whom they believe to be
reliable and who are satisfactory to the Underwriters; provided
that (X) such reliance is expressly authorized by the opinion so
relied upon and a copy of each such opinion is delivered to the
Underwriters and is, in form and substance, satisfactory to them
and their counsel and (Y) Seward & Kissel LLP states in their
opinion that they believe that they and the Underwriters are
justified in relying thereon.

         (c)  You shall have received on the Closing Date an
    opinion of David R. Brewer, Jr., Senior Vice President and
    General Counsel of Alliance Capital Management Corporation,
    the general partner of the Manager, dated the Closing Date
    and addressed to you, to the effect that:

              (i)  The Manager has been duly formed and is
         validly existing and in good standing under the laws of
         Delaware, with power and authority (partnership and
         other) to own its properties and conduct its business as
         described in the Prospectus;

             (ii)  The Manager has been duly qualified as a
         foreign partnership for the transaction of business and
         is in good standing under the laws of each other
         jurisdiction in which it owns or leases properties, or
         conducts any business, so as to require such
         qualification, other than where the failure to be so
         qualified or in good standing would not have a material
         adverse effect on the Manager and its subsidiaries taken
         as a whole;




                               28



<PAGE>

            (iii)  The Manager is duly registered as an
         investment adviser under the Advisers Act and is not
         prohibited by the Advisers Act, the 1940 Act, or the
         rules and regulations under such Acts, from acting as an
         investment adviser for the Fund as contemplated in the
         Prospectus and the Management Agreement;

             (iv)  Neither the performance by the Manager of its
         obligations under this Agreement nor the consummation of
         the transactions contemplated therein or in the
         Registration Statement nor the fulfillment of the terms
         thereof is, or with the giving of notice or lapse of
         time or both would be, in violation of or constitute a
         default under, the limited partnership agreement of the
         Manager or any agreement known to such counsel to which
         the Manager is a party or by which it or any of its
         properties is bound, except for violations and defaults
         which individually and in the aggregate are not material
         to the Manager and its subsidiaries taken as a whole;
         or, to the knowledge of such counsel, the terms and
         provisions of any applicable order, law, rule or
         regulation of any court or governmental agency or body
         under the laws of Delaware, federal law or the laws of
         any other jurisdiction in the United States having
         jurisdiction over the Manager or any of its properties;

              (v)  Other than (i) as set forth in Part II, Item 1
         of the Quarterly Report on Form 10-Q filed by the
         Manager with the Commission with respect to the
         quarterly periods ended March 31, 2001, June 30, 2001
         and September 30, 2001 pursuant to Section 13 or 15(d)
         of the 1934 Act; (ii) as set forth in the Current Report
         on Form 8-K filed by the Manager with the Commission on
         December 13, 2001 and January 10, 2002 pursuant to
         Section 13 or 15(d) of the 1934 Act; and (iii) the
         complaint entitled Roffe v. Alliance Capital Management
         L.P. and Alliance Premier Growth Fund ("Roffe
         Complaint"), which was filed in Federal district court
         in the District of New Jersey against the Manager and
         Alliance Premier Growth Fund, and the complaint entitled
         Tatem v. Alliance Capital Management L.P. and Alliance
         Premier Growth Fund ("Tatem Complaint"), which was filed
         in Federal district court in the District of New Jersey
         against the Manager and Alliance Premier Growth Fund,
         the plaintiffs' allegations and relief sought in the
         Roffe Complaint and the Tatem Complaint being virtually
         identical to the allegations and relief sought in the
         actions discussed in (ii) above, to the knowledge of
         such counsel, there is no pending or threatened action,
         suit or proceeding to which the Manager is a party
         before or by any court or governmental agency, authority


                               29



<PAGE>

         or body or any arbitrator, whether foreign or domestic,
         which reasonably might result in a material adverse
         effect on the          Manager's ability to perform its
         obligations under the Management Agreement.

         In rendering such opinion, such counsel may limit such
    opinion to matters involving the application of the laws of
    the State of New York, the State of Delaware and the United
    States.

         (d)  [Reserved]

         (e)  You shall have received on the Closing Date, an
    opinion of Simpson Thacher & Bartlett, counsel for the
    Underwriters, dated the Closing Date and addressed to you,
    with respect to such matters as the Underwriters may require
    and the Fund, the Manager and their respective counsels shall
    have furnished to such counsel such documents as they may
    request for the purpose of enabling them to pass upon such
    matters.

         (f)  You shall have received letters addressed to you,
    and dated the date hereof and the Closing Date from Ernst &
    Young LLP, independent certified public accountants,
    substantially in the forms heretofore approved by you.

         (g)  (i)  No order suspending the effectiveness of the
    Registration Statement or prohibiting or suspending the use
    of the Prospectus (or any amendment or supplement thereto) or
    any Prepricing Prospectus or any sales material shall have
    been issued and no proceedings for such purpose or for the
    purpose of commencing an enforcement action against the Fund,
    the Manager or, with respect to the transactions contemplated
    by the Prospectus (or any amendment or supplement thereto)
    and this Agreement, any Underwriter, may be pending before
    or, to the knowledge of the Fund, the Manager or any
    Underwriter or in the reasonable view of counsel to the
    Underwriters, shall be threatened or contemplated by the
    Commission at or prior to the Closing Date and that any
    request for additional information on the part of the
    Commission (to be included in the Registration Statement, the
    Prospectus or otherwise) be complied with to the satisfaction
    of the Underwriters, (ii)  there shall not have been any
    change in the capital stock of the Fund nor any material
    increase in debt of the Fund from that set forth in the
    Prospectus (and any amendment or supplement thereto) and the
    Fund shall not have sustained any material liabilities or
    obligations, direct or contingent, other than those reflected
    in the Prospectus (and any amendment or supplement thereto);
    (iii)  since the date of the Prospectus there shall not have
    been any material, adverse change in the condition (financial


                               30



<PAGE>

    or other), business, prospects, properties, net assets or
    results of operations of the Fund or the Manager; (iv)  the
    Fund and the Manager must not have sustained any material
    loss or interference with its business from any court or from
    legislative or other governmental action, order or decree or
    from any other occurrence not described in the Registration
    Statement and the Prospectus (and any amendment or supplement
    to either of them); and (v)  all of the representations and
    warranties of the Fund and the Manager contained in this
    Agreement shall be true and correct on and as of the date
    hereof and as of the Closing Date as if made on and as of the
    Closing Date.

         (h)  Subsequent to the effective date of this Agreement,
    there shall not have occurred (i) any change or any
    development involving a prospective change in or affecting
    the condition (financial or other), business, prospects,
    properties, net assets or results of operations of the Fund
    or, to the extent such change or development with respect to
    the Manager had a material adverse effect on the Manager's
    ability to perform its obligations under the Management
    Agreement, the Manager, not contemplated by the Prospectus
    (and any amendment or supplement thereto), which in your
    opinion, would materially, adversely affect the market for
    the Shares or (ii) any event or development relating to or
    involving the Fund, the Manager or any officer or trustee or
    director of the Fund or the Manager which makes any statement
    of a material fact made in the Prospectus (or any amendment
    or supplement thereto) untrue or which, in the opinion of the
    Fund and its counsel or the Underwriters and their counsel,
    requires the making of any addition to or change in the
    Prospectus (or any amendment or supplement thereto) in order
    to state a material fact required by the 1933 Act, the 1940
    Act, the Rules and Regulations or any other law to be stated
    therein or necessary in order to make the statements therein
    (in the case of a prospectus, in light of the circumstances
    under which they were made) not misleading, if amending or
    supplementing the Prospectus (or any amendment or supplement
    thereto) to reflect such event or development would, in your
    opinion, materially, adversely affect the market for the
    Shares.

         (i)  Neither the Fund nor the Manager shall have failed
    at or prior to the Closing Date to have performed or complied
    with any of the agreements herein contained and required to
    be performed or complied with by them at or prior to the
    Closing Date.

         (j)  You shall have received on the Closing Date a
    certificate, dated such date, of the president or any vice
    president and of the controller or treasurer of each of the


                               31



<PAGE>

    Fund and the Manager certifying that (i)  the signers have
    carefully examined the Registration Statement, the Prospectus
    (and any amendments or supplements to either of them) and
    this Agreement, (ii)  the representations and warranties of
    the Fund (with respect to the certificates from such Fund
    officers) and the representations of the Manager (with
    respect to the certificates from such officers of the
    Manager) in this Agreement are true and correct on and as of
    the date of the certificate as if made on such date,
    (iii) since the date of the Prospectus (and any amendment or
    supplement thereto) there has not been any material, adverse
    change in the condition (financial or other), business,
    prospects (other than as a result of a change in the
    financial markets generally), properties, net assets or
    results of operations of the Fund (with respect to the
    certificates from such Fund officers) or, to the extent that
    such material adverse change has a material adverse effect on
    the Manager's ability to perform its obligations under the
    Management Agreement, the Manager (with respect to the
    certificates from such officers of the Manager), (iv)  to the
    knowledge of such officers after reasonable investigation, no
    order suspending the effectiveness of the Registration
    Statement or prohibiting the sale of any of the Shares or
    having a material, adverse effect on the Fund (with respect
    to the certificates from such Fund officers) or the Manager
    (with respect to the certificates from such officers of the
    Manager) has been issued and no proceedings for any such
    purpose are pending before or threatened by the Commission or
    any court or other regulatory body, the NASD, any state
    securities commission, any national securities exchange, any
    arbitrator, any court or any other governmental, regulatory,
    self-regulatory or administrative agency or any official,
    (v)  each of the Fund (with respect to certificates from such
    Fund officers) and the Manager (with respect to certificates
    from such officers of the Manager) has performed and complied
    with all agreements that this Agreement require it to perform
    by such Closing Date, (vi)  neither the Fund (with respect to
    the certificate from such officers of the Fund) nor the
    Manager (with respect to the certificate from such officers
    of the Manager) has sustained any material loss or
    interference with its business from any court or from
    legislative or other governmental action, order or decree or
    from any other occurrence not described in the Registration
    Statement and the Prospectus and any amendment or supplement
    to either of them and (vii)  with respect to the certificate
    from such officers of the Fund, there has not been any change
    in the capital stock of the Fund nor any material increase in
    the debt of the Fund from that set forth in the Prospectus
    (and any amendment or supplement thereto) and the Fund has
    not sustained any material liabilities or obligations, direct



                               32



<PAGE>

    or contingent, other than those reflected in the Prospectus
    (and any amendment or supplement thereto).

         (k)  The Fund shall have furnished to you a report
    showing compliance with the asset coverage requirements of
    the 1940 Act and a Preferred Shares Basic Maintenance Report
    (as defined in the Articles Supplementary), each dated the
    Closing Date and in form and substance satisfactory to you.
    Each such report may use portfolio holdings and valuations as
    of the close of business of any day not more than six
    business days preceding the Closing Date, provided, however,
    that the Fund represents in such report that its total net
    assets as of the Closing Date have not declined by 5% or more
    from such valuation date.

         (l)  The Fund shall have delivered and the Underwriters
    shall have received evidence satisfactory to the Underwriters
    that each series of Shares is rated 'Aaa' by Moody's and
    'AAA' by S&P as of the Closing Date, and there shall not have
    been given any notice of any intended or potential
    downgrading, or of any review for a potential downgrading, in
    the rating accorded to the shares of each series of the
    Shares by either Rating Agency.

         (m)  The Fund and the Manager shall have furnished to
    you such further certificates, documents and opinions of
    counsel as you shall reasonably request (including
    certificates of officers of the Fund and the Manager).

         All such opinions, certificates, letters and other
    documents will be in compliance with the provisions hereof
    only if they are satisfactory in form and substance to you
    and your counsel acting in good faith.

         Any certificate or document signed by any officer of the
    Fund or the Manager and delivered to you or to Underwriters'
    counsel, shall be deemed a representation and warranty by the
    Fund or the Manager to each Underwriter as to the statements
    made therein.

    10.  Effective Date of Agreement.

    This Agreement shall become effective: (i) upon the execution
and delivery hereof by the parties hereto; or (ii) if, at the
time this Agreement is executed and delivered, it is necessary
for the Registration Statement or a post-effective amendment
thereto to be declared effective before the offering of the
Shares may commence, when notification of the effectiveness of
the Registration Statement or such post-effective amendment has
been released by the Commission. Until such time as this



                               33



<PAGE>

Agreement shall have become effective, it may be terminated by
the Fund by notifying you or by you, by notifying the Fund.

    If any one or more of the Underwriters shall fail or refuse
to purchase Shares which it or they have agreed to purchase
hereunder and the aggregate number of Shares which such
defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate
number of the Shares, each non-defaulting Underwriter shall be
obligated, severally, in the proportion which the aggregate
number of Shares set forth opposite its name in Schedule I hereto
bears to the aggregate number of Shares set forth opposite the
names of all non-defaulting Underwriters or in such other
proportion as you may specify in accordance with Section 11 of
the Salomon Smith Barney Master Agreement Among Underwriters, to
purchase Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase. If any Underwriter or
Underwriters shall fail or refuse to purchase Shares and the
aggregate number of Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of Shares
and arrangements satisfactory to you and the Fund for the
purchase of such Shares by one or more non-defaulting
Underwriters or other party or parties approved by you and the
Fund are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Fund. In any such case which
does not result in termination of this Agreement, either you or
the Fund shall have the right to postpone the Closing Date, but
in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the
Prospectus or any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve
any defaulting Underwriter from liability in respect to any such
default of any such Underwriter under this Agreement. The term
"Underwriter" as used in this Agreement includes, for all
purposes of this Agreement, any party not listed in Schedule I
hereto who, with your approval and the approval of the Fund,
purchases Shares which a defaulting Underwriter agreed, but
failed or refused, to purchase.

    Any notice under this Section 10 may be made by telegram,
telecopy or telephone but shall be subsequently confirmed by
letter.

    11.  Termination of Agreement.

    This Agreement shall be subject to termination in your
absolute discretion, without liability on the part of any
Underwriter to the Fund or the Manager by notice to the Fund or
the Manager if prior to the Closing Date, (i) trading in the
Fund's Common Shares or securities generally on the NYSE,


                               34



<PAGE>

American Stock Exchange, Nasdaq National Market or the Nasdaq
Stock Market shall have been suspended or materially limited,
(ii) additional material governmental restrictions not in force
on the date of this Agreement have been imposed upon trading in
securities generally or a general moratorium on commercial
banking activities in New York shall have been declared by either
Federal or state authorities or (iii) any outbreak or material
escalation of hostilities or other international or domestic
calamity, crisis or change in political, financial or economic
conditions, occurs, the effect of which is such as to make it, in
your judgment, impracticable or inadvisable to commence or
continue the offering of the Shares at the offering price to the
public set forth on the cover page of the Prospectus or to
enforce contracts for the resale of the Shares by the
Underwriters. Notice of such termination may be given to the Fund
or the Manager by telegram, telecopy or telephone but shall be
subsequently confirmed by letter.

    12.       Expenses.  The Fund agrees to pay the following
costs and expenses and all other costs and expenses incident to
the performance by the Fund of its obligations hereunder: (a) the
preparation, printing or reproduction, filing (including, without
limitation, the filing fees prescribed by the 1933 Act, the 1940
Act and the Rules and Regulations) and distribution of the
Registration Statement (including exhibits thereto), the
Prospectus and each Prepricing Prospectus and all amendments or
supplements to any of them, (b) the printing (or reproduction)
and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Registration
Statement, the Prospectus, each Prepricing Prospectus, any sales
material and all amendments or supplements to any of them as may
be reasonably requested for use in connection with the offering
and sale of the Shares, (c) the preparation, printing,
authentication, issuance and delivery of certificates for the
Shares, including any stamp taxes and transfer agent and
registrar fees payable in connection with the original issuance
and sale of such Shares, (d) the registrations or qualifications
of the Shares for offer and sale under the securities or Blue Sky
laws of the several states as provided in Section 5(g) hereof
(including the reasonable fees, expenses and disbursements of
counsel for the Underwriters relating to the preparation,
printing or reproduction and delivery of the preliminary and
supplemental Blue Sky Memoranda and such registration and
qualification), (e) the fees and expenses of the Fund's
independent accountants, counsel for the Fund and of the auction
agent, (f) the printing (or reproduction) and delivery of this
Agreement, any dealer agreements, the preliminary and
supplemental Blue Sky Memoranda and all other company-authorized
agreements or other documents printed (or reproduced) and
delivered in connection with the offering of the Shares, (g) the
filing fees and the fees and expenses of counsel for the


                               35



<PAGE>

Underwriters in connection with any filings required to be made
with the NASD and incurred with respect to the review of the
offering of the Shares by the NASD, (h) fees paid to the Rating
Agencies and (i) an amount equal to $66,162.50, payable on the
Closing Date to the Underwriters.

    Notwithstanding the foregoing, in the event that the sale of
the Shares is not consummated pursuant to Section 2 hereof, the
Manager will pay the costs and expenses of the Fund set forth
above in this Section 12 (a) through (i), and reimbursements of
Underwriter expenses in connection with the offering shall be
made in accordance with Section 5(k) hereof.

    13.  Information Furnished by the Underwriters.

    The names of the underwriters and numbers of Shares listed
opposite such names in the first paragraph under the caption
"Underwriting" in the Prospectus, as well as, under the same
caption, the third paragraph and the seventh paragraph constitute
the only information relating to any Underwriter furnished to the
Fund in writing by or on behalf of the Underwriters through you
as such information is referred to herein, expressly for use in
the Prospectus.

    14.  Miscellaneous.

    Except as otherwise provided in Sections 5, 10 and 11 hereof,
notice given pursuant to any provision of this Agreement shall be
in writing and shall be delivered (a) if to the Fund, Attn:
Edmund P. Bergan, Jr., c/o Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105, or if to the
Manager, Attn:  David R. Brewer, Jr., 1345 Avenue of the
Americas, New York, New York 10105, or (b) if to you, at the
office of Salomon Smith Barney Inc. at 388 Greenwich Street, New
York, New York 10013, Attention:  Manager, Investment Banking
Division.

    This Agreement has been and is made solely for the benefit of
the several Underwriters, the Fund, the Manager, their trustees,
directors and officers and the other controlling persons referred
to in Section 8 hereof and their respective successors and
assigns to the extent provided herein and no other person shall
acquire or have any right under or by virtue of this Agreement.
Neither the term "successor" or the term "successors and assigns"
as used in this Agreement shall include a purchaser from any
Underwriter of any of the Shares in his status as such purchaser.







                               36



<PAGE>

    15.  Applicable Law; Counterparts.

    This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

    This Agreement may be signed in various counterparts which
together constitute one and the same instrument.  If signed in
counterparts, this Agreement shall not become effective unless at
least one counterpart hereof shall have been executed and
delivered on behalf of each party hereto.











































                               37



<PAGE>

    Please confirm that the foregoing correctly sets forth the
agreement among the Fund and the Manager and the several
Underwriters.

                             Very truly yours,

                             ALLIANCE NATIONAL MUNICIPAL
                               INCOME FUND, INC.


                             By: ___________________________
                                 Name:
                                 Title:


                             ALLIANCE CAPITAL MANAGEMENT L.P.


                             By:  ALLIANCE CAPITAL MANAGEMENT
                                  CORPORATION, its general
                                  partner


                             By:____________________________
                                Name:
                                Title:



























                               38



<PAGE>

Confirmed as of the date
first above written on
behalf of themselves and
the other several Underwriters
named in Schedule I hereto.

SALOMON SMITH BARNEY INC.
AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS


By:       SALOMON SMITH BARNEY INC.


          By: ___________________________________
              Title:   Director






































                               39



<PAGE>

                           SCHEDULE I


Name of Underwriters                Number of Shares

Salomon Smith Barney Inc.......   1170 Shares, Series M
                                  1170 Shares, Series T
                                  1170 Shares, Series W
                                  1170 Shares, Series TH

Merrill Lynch, Pierce,
  Fenner & Smith
  Incorporated.................   585 Shares, Series M
                                  585 Shares, Series T
                                  585 Shares, Series W
                                  585 Shares, Series TH

UBS Warburg LLC................   195 Shares, Series M
                                  195 Shares, Series T
                                  195 Shares, Series W
                                  195 Shares Series Th

     Total.....................   1950 Shares, Series M
                                  1950 Shares, Series T
                                  1950 Shares, Series W
                                  1950 Shares Series Th



























                               40
00250209.AY0

</TEXT>
</DOCUMENT>
