ALLIANCE LIMITED MATURITY GOVERNMENT FUND INC
N-30D, 1996-08-07
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ALLIANCE LIMITED MATURITY GOVERNMENT FUND

SEMI-ANNUAL REPORT
MAY 31, 1996



LETTER TO SHAREHOLDERS                ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

June 3, 1996

Dear Shareholder:

Throughout 1995, the U.S. bond market enjoyed a sustained broad-based rally 
which lasted into January 1996. Since February 1996, however, domestic 
bond-market returns generally have been negative. The market has been reacting 
to stronger-than-expected data on the U.S. economy and the belief that the 
Federal Reserve may raise interest rates to reduce inflationary pressures. 
Treasury and mortgage obligations both posted negative returns, although 
mortgage securities did outperform Treasury issues when expectations of 
mortgage prepayments dissipated. Across all major sectors of the U.S. 
fixed-income market, interest rates for all maturities increased and 
shorter-duration securities outperformed longer-duration securities.

INVESTMENT RESULTS
This has been a period of transition for the Fund. In February, we began to 
restructure the portfolio to comply with new investment policies, which we 
outlined to you in our last report and which received shareholder approval 
earlier this year.

The table on this page provides the investment returns for Alliance Limited 
Maturity Fund for the six months ended May 31, 1996, and measures that 
performance against several relevant benchmarks. For comparison purposes, we 
have created a Blended Lipper Fund Average that combines the returns of the 
Lipper ARM Funds universe from November 30, 1995, through February 29, 1996, 
with the results of the Lipper Intermediate Government Funds universe from 
February 29, 1996, through May 31, 1996. The ARM Funds universe consists of 
funds whose investment policies are similar to the Fund's investment policies 
prior to the changes effected on February 28, 1996. It has been used in our 
past reports to you. Since the investment objectives and policies of the funds 
in the Lipper Intermediate Government universe more closely parallel the Fund's 
new focus, it will be our benchmark in the future.


INVESTMENT RESULTS*
SIX MONTHS ENDED MAY 31, 1996
                                             CUMULATIVE         SEC
                                            TOTAL RETURN   30-DAY YIELD
                                            ------------   ------------
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
  Class A                                      -0.02%          5.34%
  Class B                                      -0.38%          4.86%
  Class C                                      -0.35%          4.87%
BLENDED LIPPER FUND AVERAGE+                   -0.71%
MERRILL LYNCH 1-3 YEAR U.S. TREASURY INDEX      1.40%
LIPPER ARM FUNDS AVERAGE                        1.68%
LIPPER INTERMEDIATE GOVERNMENT FUNDS 
  (IUG)AVERAGE                                 -1.43%


*  THE FUND'S INVESTMENT RESULTS ARE CUMULATIVE TOTAL RETURNS FOR THE PERIOD 
AND ARE BASED ON THE NET ASSET VALUE OF EACH CLASS OF SHARES AS OF 5/31/96. ALL 
FEES AND EXPENSES RELATED TO THE OPERATION OF THE FUND HAVE BEEN DEDUCTED, BUT 
NO ADJUSTMENT HAS BEEN MADE FOR SALES CHARGES THAT MAY APPLY WHEN SHARES ARE 
PURCHASED OR REDEEMED. RETURNS FOR THE FUND AND ITS COMPARATIVE INDICES INCLUDE 
THE REINVESTMENT OF ANY DISTRIBUTIONS PAID DURING THE PERIOD.

   THE MERRILL LYNCH 1-3 YEAR U.S. TREASURY INDEX IS UNMANAGED AND DOES NOT 
REFLECT FEES AND EXPENSES. IT IS A MEASURE OF THE OVERALL U.S. SHORT-TERM BOND 
MARKET. THE LIPPER INTERMEDIATE GOVERNMENT FUNDS AVERAGE IS BASED ON THE 
PERFORMANCE OF A UNIVERSE OF 122 FUNDS THAT INVEST AT LEAST 65% OF THEIR ASSETS 
IN SECURITIES ISSUED BY THE U.S. GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES, 
WITH DOLLAR-WEIGHTED AVERAGE MATURITIES OF 5 TO 10 YEARS. THE LIPPER ARM FUNDS 
AVERAGE REFLECTS THE AVERAGE RETURN OF FUNDS THAT PRIMARILY INVEST IN 
ADJUSTABLE-RATE MORTGAGE SECURITIES OR OTHER SIMILARLY COLLATERALIZED 
SECURITIES.

+  THE BLENDED LIPPER FUND AVERAGE COMBINES THE RETURNS OF THE LIPPER ARM FUND 
UNIVERSE FROM 11/30/95 THROUGH 2/29/96 WITH THOSE OF THE LIPPER IUG FUND 
UNIVERSE FROM 2/29/96 THROUGH 5/31/96. LIPPER RESULTS INCLUDE FEES AND EXPENSES.

   THE SEC YIELD IS CALCULATED ON THE 30 DAYS ENDED 5/31/96.


1



                                      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

As the table shows, the Fund outperformed the Blended Lipper Fund Average over 
the last six months. The Fund's modestly negative results during this period 
can be attributed to increasing interest rates as we were extending maturities 
to implement the Fund's new investment strategy. While these changes did subdue 
near-term performance, we believe the new policy, which broadens the Fund's 
investment opportunities, better positions the Fund to pursue the highest level 
of current income consistent with low share-price fluctuation.

ECONOMIC OVERVIEW
The U.S. economy survived an inventory-related slowdown during the second half 
of 1995 and entered 1996 in a relatively balanced and healthy condition. 
First-quarter gross domestic product rose 2.3%, indicating that the desired 
"soft landing" was underway. The bad news for bond investors is that 
second-quarter 1996 economic growth appears to be more robust than anticipated. 
May's payroll gain of 348,000 new jobs, combined with February's startling 
705,000 increase, troubled the fixed-income markets. Twelve-month comparisons 
through May 31, 1996larger payrolls, higher employment, longer hours workedall 
point to second-quarter growth of more than 4%. In addition, consumer 
confidence remains elevated, with retail sales in May 1996 5.5% higher than in 
May 1995, despite their third monthly decline in a row. While a decline in the 
National Association of Purchasing Managers survey in May suggested a slowdown 
in manufacturing, the drop was largely attributable to a fall in its 
inventories component.

For the moment, inflation at both the consumer and producer levels remains 
generally well-behaved, and the U.S. economy continues to operate in the 
inflation "safe zone." However, recent increases in hourly wages and commodity 
prices require close monitoring. Federal Reserve policy has been in a holding 
pattern during most of 1996, but the possibility that it will raise rates to 
ease inflationary pressure has become more likely amid stronger-than-expected 
economic news. Additionally, the chances for a meaningful deficit reduction 
plan have also receded as politicians focus on the 1996 election campaign.

LIMITED-MATURITY MARKET REVIEW
The mortgage sector performed well during both the market's rally and its 
subsequent decline. During the rally, which occurred in the first part of this 
reporting period, mortgage-backed securities benefited when rates on long-term 
bonds rose more sharply than those on short-term obligations. At this point, 
mortgage-prepayment expectations had reached their highest levels since early 
1994. Tiering based on mortgage origination occurred within both the fixed- and 
adjustable-rate mortgage markets so that securities collateralized by seasoned 
mortgages, which had already experienced at least one refinancing cycle, were 
insulated from extreme increases in prepayments.

When the market reversed direction, mortgage-backed bonds did well given their 
relatively short durations. Continuing demand and a lack of supply caused those 
with the shortest durations to do particularly well, even while experiencing 
higher volatility. As the market continued to trade lower, higher interest 
rates provided mortgages with a more stable prepayment environment, and the 
refinancing opportunities for a large portion of the market disappeared. 
Additionally, volatility declined, which added support to the mortgage market. 
During the last month of the period, securities linked to mortgages with 
extension risk underperformed, while those less susceptible to interest-rate 
swings performed well.

PORTFOLIO ACTIVITY
In the opening months of this fiscal period, we added to our holdings of 
premium mortgage-backed securities to participate in the rally as mortgage 
prepayment expectations peaked. Subsequently, the position in mortgage-backed 
issues was increased, since higher rates provided better prepayment stability.
The major change to the portfolio during the period reflected the shift from 
Alliance Mortgage Strategy Trust to Alliance Limited Maturity Government Fund. 
This change took place as of February 28, 1996. The Fund's portfolio was 
restructured to reflect new investment guidelines that stress investment in 
U.S. Government securities generally rather than adjustable-rate mortgage 
issues particularly. We therefore extended the average duration of our holdings 
by one year and sold floater and adjustable-rate mortgage securities in favor 
of U.S. Treasury notes and fixed-rate mortgage bonds.

INVESTMENT OUTLOOK
We believe the U.S. economy will slow during the second half of 1996 after a 
fairly robust second quarter. Our forecast calls for gross domestic product 
growth of 2.0% 


2



                                      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

to 2.5% in the second half of the year. If the economy does not soon show signs 
of the expected slowdown, the Federal Reserve is likely to tighten monetary 
policy. Until a clearer picture of the U.S. economy emerges, we expect the 
fixed-income market to remain choppy. 

Thank you for your continued interest and investment in Alliance Limited 
Maturity Government Fund. We look forward to reporting its progress to you in 
the coming months.

Sincerely,

John D. Carifa
Chairman and President

Paul A. Ullman
Senior Vice President

Patricia J. Young
Senior Vice President


SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, GUARANTEED OR ENDORSED 
BY, ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL 
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 
SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF 
PRINCIPAL.


3



INVESTMENT OBJECTIVE AND POLICIES     ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

Alliance Limited Maturity Government Fund is an open-end, diversified 
investment company that seeks the highest level of current income, consistent 
with low volatility of net asset value. The Fund normally invests at least 65% 
of its total assets in U.S. Government securities, including mortgage-related 
securities and repurchase agreements related to U.S. Government securities. The 
Fund confines investment to obligations with maturities of 10 years or less or 
with durations not exceeding that of a 10-year U.S. Treasury note.



INVESTMENT RESULTS
_______________________________________________________________________________

AVERAGE ANNUAL TOTAL RETURNS AS OF MAY 31, 1996


CLASS A SHARES
                             WITHOUT          WITH
                          SALES CHARGE    SALES CHARGE
                          ------------    ------------
 . One Year                     3.17%         -1.21%
 . Since Inception*             3.91%          2.80%
SEC Yield                      5.34%

CLASS B SHARES
                             WITHOUT          WITH
                          SALES CHARGE    SALES CHARGE
                          ------------    ------------
 . One Year                     2.33%          -.59%
 . Since Inception*             3.18%          3.18%
SEC Yield                      4.86%

CLASS C SHARES
 . One Year                     2.52%
 . Since Inception*             2.46%
SEC Yield                      4.87%


Average annual total returns reflect investment of dividends and/or capital 
gain distributions in additional shares, with and without the effect of the 
4.25% maximum front-end sales charge for Class A or applicable contingent 
deferred sales charge for Class B (4%-Year 1; 3%-Year 2; 2%-Year 3; 1%-Year 4); 
Class C shares purchased prior to July 1, 1996, are not subject to front-end or 
contingent deferred sales charges. Class C shares purchased on or after July 1, 
1996, are subject to a contingent deferred sales charge of 1% on redemptions 
made within the first year after purchase. SEC Yields are for the 30 days ended 
May 31, 1996.

Past performance does not guarantee future results. Investment return and 
principal value will fluctuate so that an investor's shares, when redeemed, may 
be worth more or less than their original cost.


*  Inception: 6/1/92, Class A and Class B; 5/3/93, Class C.


4



PORTFOLIO OF INVESTMENTS
MAY 31, 1996 (UNAUDITED)              ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

                                              PRINCIPAL
                                                AMOUNT
                                                 (000)           VALUE
- -------------------------------------------------------------------------
MORTGAGE-RELATED SECURITIES-55.7%
COLLATERALIZED MORTGAGE OBLIGATIONS-26.2%
ADJUSTABLE RATE-20.6%
Donaldson, Lufkin & Jenrette
  Series 1994-QE1 A1
  7.76%, 4/25/24 (a)                            $ 7,687      $ 7,754,061
Housing Security, Inc.
  Series 1995-RFCI-A1
  7.109%, 10/30/18 (a)                            2,483        2,509,829
  Series 1995-B A1A
  7.313%, 11/25/28                                7,525        7,556,838
Prudential Home Mortgage Securities
  Series 1993-56 Cl. A1
  8.033%, 1/25/24                                 3,532        3,601,423
Sears Mortgage Securities Corp.
  Series 1992-18A Cl. A1
  7.515%, 9/25/22                                 6,328        6,415,471
                                                             -----------
                                                              27,837,622

FIXED RATE-5.6%
Federal Home Loan Mortgage Corp.
  Series 1302 Cl. PE
  7.50%, 12/15/15                                 3,922        3,928,445
  Series 1016 Cl. Y
  9.35%, 9/15/05                                    380          379,364
Residential Funding Mortgage Securities I
  Series 1993-S37 Cl. A1
  7.00%, 10/25/23                                 3,246        3,243,664
                                                             -----------
                                                               7,551,473

Total Collateralized Mortgage Obligations 
  (cost $35,544,941)                                          35,389,095

FEDERAL HOME LOAN MORTGAGE CORP.-18.8%
  7.00%, 11/01/10-12/01/10                        1,004          985,512
  7.00%, 6/01/09-12/01/10 (GOLD)(b)              22,581       22,164,541
  11.00%, 1/01/11-9/01/20                         2,084        2,306,818
Total Federal Home Loan Mortgage Corp. 
  (cost $26,253,282)                                          25,456,871

FEDERAL NATIONAL MORTGAGE ASSOCIATION-9.4%
  6.50%, 10/01/10-4/01/11(b)                     11,059       10,612,637
  7.50%, 4/01/08(b)                                   2            1,519
  11.25%, 2/01/16                                 1,846        2,039,402
Total Federal National Mortgage Association
  (cost $12,923,069)                                          12,653,558

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION-1.3%
  11.25%, 7/15/13-1/15/16 (GPM)                   1,161        1,300,911
  11.50%, 2/15/13-6/15/13 (GPM)                     360          412,754
  11.50%, 4/15/13 (BD)                               26           29,527
  11.75%, 1/20/16 (GPM)                              25           28,419
Total Government National Mortgage Association
  (cost $1,734,635)                                            1,771,611
Total Mortgage-Related Securities 
  (cost $76,455,927)                                          75,271,135

U.S. GOVERNMENT OBLIGATIONS-50.7%
U.S. TREASURY BOND-13.7%
U.S. Treasury Bond
  11.875%, 11/15/03                              14,400       18,580,464


5



PORTFOLIO OF INVESTMENTS (CONTINUED)
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

                                              PRINCIPAL
                                                AMOUNT
                                                 (000)          VALUE
- ------------------------------------------------------------------------
U.S. TREASURY NOTES-37.0%
U.S. Treasury Notes
  5.50%, 12/31/00(c)                            $16,400     $ 15,685,124
  5.625%, 11/30/00                                1,500        1,442,580
  6.375%, 3/31/01(c)                             22,000       21,748,980
  8.875%, 11/15/98                               10,500       11,092,305
                                                             -----------
                                                              49,968,989
Total U.S. Government Obligations 
  (cost $70,819,418)                                          68,549,453

ASSET BACKED SECURITIES-5.7%
Student Loan Funding Corp.
  Series 1993-A Cl. A1
  6.238%, 1/01/99
  (cost $7,696,634)                               7,690        7,690,000

SHORT-TERM INVESTMENTS-15.3%
REPURCHASE AGREEMENTS-15.3%
Prudential-Bache Securities, Inc.
  5.38%, dated 5/31/96, due 6/03/96 
  collateralized by $21,470,000 
  FHLMC 1847A, 7.500%, 7/15/21 
  (cost $20,776,000)                             20,776       20,776,000

TOTAL INVESTMENTS-127.4%
  (cost $175,747,979)                                        172,286,588
Other assets less liabilities-(27.4%)                        (37,096,552)

NET ASSETS-100%                                             $135,190,036


(a)  Securities are exempt from registration under Rule 144A of the Securities 
Act of 1933. These securities may be resold in transactions exempt from 
registration, normally to qualified institutional buyers. At May 31, 1996, 
these securities amounted to $10,263,890 or 7.6% of net assets.

(b)  15 year mortgage.

(c)  Securities segregated to collateralize reverse repurchase agreements with 
an aggregate market value of approximately $38,349,321.

     Glossary of Terms:
     BD    - Builder Buydown.
     FHLMC - Federal Home Loan Mortgage Corp.
     GPM   - Graduated Payment Mortgage.

     See notes to financial statements.


6



STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1996 (UNAUDITED)              ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $175,747,979)         $172,286,588
  Cash                                                                 606,515
  Interest receivable                                                1,317,740
  Deferred organization expenses                                        69,083
  Receivable for capital stock sold                                     54,191
  Prepaid expenses                                                         726
  Total assets                                                     174,334,843

LIABILITIES
  Reverse repurchase agreement                                      38,328,312
  Dividends payable                                                    206,499
  Payable for capital stock redeemed                                   183,196
  Distribution fee payable                                             105,944
  Advisory fee payable                                                  76,713
  Accrued expenses and other liabilities                               244,143
  Total liabilities                                                 39,144,807

NET ASSETS                                                        $135,190,036

COMPOSITION OF NET ASSETS
  Capital stock, at par                                           $     14,621
  Additional paid-in capital                                       159,645,707
  Distributions in excess of net investment income                    (511,519)
  Accumulated net realized loss on investments                     (20,497,382)
  Net unrealized depreciation of investments                        (3,461,391)
                                                                  -------------
                                                                  $135,190,036

CALCULATION OF MAXIMUM OFFERING PRICE
  CLASS A SHARES
  Net asset value and redemption price per share($19,815,583/
    2,142,973 shares of capital stock issued and outstanding)            $9.25
  Sales charge-4.25% of public offering price                              .41
  Maximum offering price                                                 $9.66

  CLASS B SHARES
  Net asset value and offering price per share($62,109,816/
    6,716,979 shares of capital stock issued and outstanding)            $9.25

  CLASS C SHARES
  Net asset value, redemption and offering price per share($53,264,637
    /5,760,705 shares of capital stock issued and outstanding)           $9.25


See notes to financial statements.


7



STATEMENT OF OPERATIONS
SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                         $ 6,209,083

EXPENSES
  Advisory fee                                        $  516,523 
  Distribution fee - Class A                              35,374 
  Distribution fee - Class B                             370,096 
  Distribution fee - Class C                             306,644 
  Transfer agency                                        166,533 
  Audit and legal                                         92,419 
  Administrative                                          82,726 
  Custodian                                               60,909 
  Printing                                                57,294 
  Amortization of organization expenses                   27,726 
  Registration                                            27,334 
  Directors' fees                                         12,576 
  Miscellaneous                                            6,226 
  Total expenses before interest                       1,762,380 
  Interest expense                                       649,202 
  Total expenses                                                     2,411,582
  Net investment income                                              3,797,501
    
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  Net realized loss on investments                                    (489,147)
  Net change in unrealized appreciation of investments              (3,577,922)
  Net loss on investments                                           (4,067,069)
    
NET DECREASE IN NET ASSETS FROM OPERATIONS                         $  (269,568)
    
    
See notes to financial statements.


8



STATEMENT OF CHANGES IN NET ASSETS    ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

                                                 SIX MONTHS ENDED
                                                    MAY 31,1996     YEAR ENDED
                                                    (UNAUDITED)    NOV. 30,1995
                                                   -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                            $  3,797,501   $ 11,879,331
  Net realized loss on investments                     (489,147)    (7,748,271)
  Net change in unrealized appreciation 
    (depreciation) of investments                    (3,577,922)     7,402,773
  Net increase (decrease) in net assets from 
    operations                                         (269,568)    11,533,833

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                            (670,789)    (1,884,462)
    Class B                                          (1,847,299)    (5,150,507)
    Class C                                          (1,537,104)    (4,464,679)
  Tax return of capital
    Class A                                                  -0-      (109,742)
    Class B                                                  -0-      (299,940)
    Class C                                                  -0-      (260,000)

CAPITAL STOCK TRANSACTIONS
  Net decrease                                      (41,193,044)  (140,125,516)
  Total decrease                                    (45,517,804)  (140,761,013)

NET ASSETS
  Beginning of year                                 180,707,840    321,468,853
  End of period                                    $135,190,036   $180,707,840
    
    
See notes to financial statements.


9



STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MAY 31, 1996 (UNAUDITED)
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

INCREASE (DECREASE) IN CASH FROM:
OPERATING ACTIVITIES:
  Interest received                                 $  6,781,222 
  Interest expense paid                                 (649,202) 
  Operating expenses paid                             (1,780,344) 
  Net increase in cash from operating activities                   $ 4,351,676

INVESTING ACTIVITIES:
  Proceeds from disposition of long-term portfolio
    investments                                      204,877,862 
  Purchase of long-term portfolio investments       (174,513,595) 
  Purchase of short-term portfolio investments, net  (20,254,000) 
  Net increase in cash from investing activities                    10,110,267

FINANCING ACTIVITIES*:
  Increase in reverse repurchase agreements, net      32,088,554 
  Net redemptions from capital stock transactions    (43,784,103) 
  Cash dividends paid                                 (2,161,455) 
  Net decrease in cash from financing activities                   (13,857,004)
  Net increase in cash                                                 604,939
  Cash at beginning of year                                              1,576
  Cash at end of period                                            $   606,515
    
RECONCILIATION OF NET DECREASE IN NET ASSETS
FROM OPERATIONS TO NET INCREASE IN CASH
FROM OPERATING ACTIVITIES:
  Net decrease in net assets resulting from operations             $  (269,568)

ADJUSTMENTS:
  Decrease in interest receivable                       $597,604 
  Net realized loss on investments                       489,147 
  Net change in unrealized appreciation                3,577,922 
  Accretion of bond discount                             (25,465) 
  Decrease in deferred and other assets                   27,000 
  Decrease in accrued expenses                           (44,964) 
  Total adjustments                                                  4,621,244
    
NET INCREASE IN CASH FROM OPERATING ACTIVITIES                      $4,351,676
    
    
*  Non-cash financing activities not included herein consist of reinvestment of 
dividends.

   See notes to financial statements.


10



NOTES TO FINANCIAL STATEMENTS
MAY 31, 1996 (UNAUDITED)              ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Limited Maturity Government Fund (the "Fund"), formerly Alliance 
Mortgage Strategy Trust, was incorporated in the state of Maryland on April 8, 
1992 as a diversified, open-end management investment company. The Fund 
currently offers three classes of shares. Class A shares are sold with a 
front-end sales charge of up to 4.25%. Class B shares are sold with a 
contingent deferred sales charge which declines from 3.0% to zero depending on 
the period of time the shares are held. Class B shares will automatically 
convert to Class A shares six years after the end of the calendar month of 
purchase. Class C shares are currently sold without an initial or contingent 
deferred sales charge. Class C shares purchased on or after July 1, 1996, are 
subject to a contingent deferred sales charge of 1% on redemptions made within 
the first year after purchase. All three classes of shares have identical 
voting, dividend, liquidation and other rights and the same terms and 
conditions, except that each class bears different distribution expenses and 
has exclusive voting rights with respect to its distribution plan. The 
following is a summary of significant accounting policies followed by the Fund.

1. SECURITY VALUATION
Fixed-income securities are valued on the basis of prices provided by a pricing 
service and brokers. However, securities which are traded over-the-counter and 
on a national securities exchange may be valued according to the broadest and 
most representative market. It is expected that, for the fixed-income 
securities and options in which the Fund invests, this ordinarily will be the 
over-the-counter market. Securities not priced in this manner are valued at the 
latest quoted bid price, or when exchange valuations are used, at the latest 
quoted sale price on the day of valuation. If there is no such reported sale, 
the latest quoted bid price will be used. Other securities for which quotations 
are not readily available or illiquid securities are valued in good faith at 
fair value using methods determined by the Board of Directors. Securities which 
mature in 60 days or less are valued at amortized cost, which approximates 
market value.

2. ORGANIZATION EXPENSES
Organization expenses of approximately $276,500 have been deferred and are 
being amortized on a straight-line basis through August 1997.

3. TAXES
It is the Fund's policy to meet the requirements of the Internal Revenue Code 
applicable to regulated investment companies and to distribute all of its 
investment company taxable income and net realized gains, if applicable, to 
shareholders. Therefore, no provisions for federal income or excise taxes are 
required.

4. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Interest income is accrued daily. Security transactions are accounted for on 
the date the securities are purchased or sold. The Fund accretes discounts as 
adjustments to interest income. Security gains and losses are determined on the 
identified cost basis.

5. DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions to shareholders are recorded on the ex-dividend 
date and are determined in accordance with income tax regulations.

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the terms of an investment advisory agreement, the Fund pays Alliance 
Capital Management L.P. (the "Adviser"), an advisory fee at an annual rate of 
 .65 of 1% of the average daily net assets of the Fund. Such fee is accrued 
daily and paid monthly. 

The Adviser has agreed, under the terms of the investment advisory agreement, 
to reimburse the Fund to the extent that its aggregate annual expenses 
(exclusive of interest, taxes, brokerage, distribution fees, and extraordinary 
expenses) in any year exceed 2.5% of the first $30 million of its average daily 
net assets, 2.0% of the next $70 million of its average daily net assets and 
1.5% of its average daily net assets in excess of $100 million. No such 
reimbursement was required for the six months ended May 31, 1996. Pursuant to 
the advisory agreement, the Fund paid $82,726 to the Adviser representing the 
cost of certain legal and accounting services provided to the Fund by the 
Adviser.

The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Adviser) under a Transfer Agency Agreement for providing personnel and 
facilities to perform transfer agency services for the Fund. Such compensation 
amounted to $101,905 for the six months ended May 31, 1996. 


11



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

Alliance Fund Distributors, Inc. (a wholly-owned subsidiary of the Adviser) 
serves as the Distributor of the Fund's shares. The Distributor received 
front-end sales charges of $1,279 from the sale of Class A shares and $66,250 
in contingent deferred sales charges imposed upon redemptions by shareholders 
of Class B shares for the six months ended May 31, 1996.

NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement") 
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the 
Agreement, the Fund pays a distribution fee to the Distributor at an annual 
rate of up to .30 of 1% of the average daily net assets attributable to the 
Class A shares and 1% of the average daily net assets attributable to the Class 
B and Class C shares. Such fee is accrued daily and paid monthly. The Agreement 
provides that the Distributor will use such payments in their entirety for 
distribution assistance and promotional activities. The Distributor has 
incurred expenses in excess of the distribution costs reimbursed by the Fund in 
the amount of $571,930 and $2,490,863 for Class B and C shares, respectively; 
such costs may be recovered from the Fund in future periods so long as the 
Agreement is in effect. In accordance with the Agreement, there is no provision 
for recovery of unreimbursed distribution costs incurred by the Distributor 
beyond the current fiscal year for Class A shares. The Agreement also provides 
that the Adviser may use its own resources to finance the distribution of the 
Fund's shares.

NOTE D: INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments 
and U.S. Government Securities) aggregated $170,233,876 and $203,995,267, 
respectively, for the six months ended May 31, 1996.

At May 31, 1996, the cost of securities for federal income tax purposes was 
$175,747,979. Accordingly, gross unrealized appreciation of investments was 
$151,576 and gross unrealized depreciation of investments was $3,612,967 
resulting in net unrealized depreciation of $3,461,391.

At November 30, 1995, for federal income tax purposes the Fund had a capital 
loss carryforward of $19,988,892 of which $219,463 expires in the year 2000; 
$177,358 expires in the year 2001, $11,863,143 expires in the year 2002 and 
$7,728,928 expires in the year 2003.


12



                                      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

NOTE E: CAPITAL STOCK
There are 9,000,000,000 shares of $.001 par value capital stock authorized, 
divided into three classes, designated Class A, Class B and Class C shares. 
Each class consists of 3,000,000,000 authorized shares. Transactions in capital 
stock were as follows:

                               SHARES                         AMOUNT
                    ---------------------------  ------------------------------
                   SIX MONTHS ENDED  YEAR ENDED  SIX MONTHS ENDED  YEAR ENDED
                      MAY 31,1996   NOVEMBER 30,   MAY 31,1996    NOVEMBER 30,
                      (UNAUDITED)       1995       (UNAUDITED)        1995
                     ------------  ------------  --------------  --------------
CLASS A
Shares sold              206,883       854,241    $  1,967,705    $  8,085,552
Shares issued in 
  reinvestment of 
  dividends               35,986        97,452         339,454         922,047
Shares converted from
  Class B to Class A     107,775            -0-      1,003,413              -0-
Shares redeemed       (1,138,061)   (2,559,958)    (10,726,123)    (24,225,739)
Net decrease            (787,417)   (1,608,265)   $ (7,415,551)   $(15,218,140)
     
CLASS B
Shares sold              398,353     2,656,458    $  3,763,463    $ 25,126,058
Shares issued in
  reinvestment of 
  dividends               95,840       262,019         904,230       2,480,720
Shares converted from
  Class B to Class A    (107,775)           -0-     (1,003,413)             -0-
Shares redeemed       (2,534,182)   (8,392,989)    (23,920,355)    (79,485,822)
Net decrease          (2,147,764)   (5,474,512)   $(20,256,075)   $(51,879,044)

CLASS C
Shares sold              897,272     2,193,838    $  8,491,387    $ 20,770,913
Shares issued in
  reinvestment of 
  dividends               73,926       251,819         697,382       2,383,642
Shares redeemed       (2,404,116)  (10,156,950)    (22,710,187)    (96,182,887)
Net decrease          (1,432,918)   (7,711,293)   $(13,521,418)   $(73,028,332)
     
     
13



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

NOTE F: REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Fund sells securities and agrees to 
repurchase them at a mutually agreed upon date and price. At the time the Fund 
enters into a reverse repurchase agreement, it will establish a segregated 
account with the custodian containing cash, cash equivalents or liquid 
high-grade debt securities having a value at least equal to the repurchase 
price.

As of May 31, 1996, the Fund had entered into the following reverse repurchase 
agreements:


       AMOUNT             BROKER         INTEREST RATE        MATURITY
    -----------      --------------      -------------      ------------
    $16,181,462      Morgan Stanley          5.10%          June 3, 1996
    $22,146,850      Morgan Stanley          5.00%          June 3, 1996


For the six months ended May 31, 1996, the maximum amount of reverse repurchase 
agreements outstanding was $92,478,750, the average amount outstanding was 
approximately $27,054,969, and the daily weighted average interest rate was 
4.80%.


14



FINANCIAL HIGHLIGHTS                  ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                              CLASS A
                                            ---------------------------------------------------------------------
                                              SIX MONTHS                                         JUNE 1,1992(E)
                                                 ENDED            YEAR ENDED NOVEMBER 30,              TO
                                             MAY 31,1996   -------------------------------------   NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  ---------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period           $9.52          $9.51        $9.94        $9.84       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .25(d)         .52(d)       .42          .57          .35(f)
Net realized and unrealized gain (loss)
  on investments                                (.25)           .02         (.32)         .11         (.17)
Net increase in net asset value from 
  operations                                      -0-           .54          .10          .68          .18
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.27)          (.50)        (.48)        (.58)        (.34)
Tax return of capital                             -0-          (.03)        (.04)          -0-          -0-
Distributions from net realized gains             -0-            -0-        (.01)          -0-          -0-
Total dividends and distributions               (.27)          (.53)        (.53)        (.58)        (.34)
Net asset value, end of period                 $9.25          $9.52        $9.51        $9.94        $9.84
  
TOTAL RETURN
Total investment return based on net
  asset value (a)                               (.02)%         5.91%        1.03%        7.02%        1.84%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $19,816        $27,887      $43,173      $59,215      $24,186
Ratio of expenses to average net assets         2.43%(b)       2.14%        1.34%        1.54%        1.44%(b)(g)
Ratio of expenses to average net
  assets excluding interest expense (c)         1.61%(b)       1.41%        1.20%        1.33%        1.42%(b)
Ratio of net investment income to 
  average net assets                            5.36%(b)       5.53%        4.78%        5.66%        6.58%(b)
Portfolio turnover rate                          101%           293%         375%         499%         101%
</TABLE>


See footnote summary on page 17.


15



FINANCIAL HIGHLIGHTS (CONTINUED)      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                              CLASS B
                                            ---------------------------------------------------------------------
                                              SIX MONTHS                                         JUNE 1,1992(E)
                                                 ENDED            YEAR ENDED NOVEMBER 30,              TO
                                             MAY 31,1996   -------------------------------------   NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  ---------------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period          $ 9.52         $ 9.52       $ 9.94       $ 9.84       $10.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .22(d)         .46(d)       .39          .49          .31(f)
Net realized and unrealized gain (loss)
  on investments                                (.25)           .01         (.35)         .12         (.17)
Net increase (decrease) in net asset 
  value from operations                         (.03)           .47          .04          .61          .14
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.24)          (.44)        (.42)        (.51)        (.30)
Tax return of capital                             -0-          (.03)        (.03)          -0-          -0-
Distributions from net realized gains             -0-            -0-        (.01)          -0-          -0-
Total dividends and distributions               (.24)          (.47)        (.46)        (.51)        (.30)
Net asset value, end of period                $ 9.25         $ 9.52       $ 9.52       $ 9.94       $ 9.84
  
TOTAL RETURN
Total investment return based on net
  asset value (a)                               (.38)%         5.05%         .42%        6.27%        1.50%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $62,110        $84,362     $136,458     $168,157     $149,188
Ratio of expenses to average net assets         3.14%(b)       2.85%        2.08%        2.26%        2.13%(b)(g)
Ratio of expenses to average net assets
  excluding interest expense (c)                2.33%(b)       2.11%        1.91%        2.07%        2.10%(b)
Ratio of net investment income to 
  average net assets                            4.67%(b)       4.83%        4.12%        4.98%        6.01%(b)
Portfolio turnover rate                          101%           293%         375%         499%         101%
</TABLE>


See footnote summary on page 17.


16



                                      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                   CLASS C
                                            -----------------------------------------------------
                                             SIX MONTHS                             MAY 3,1993(H)
                                                ENDED       YEAR ENDED NOVEMBER 30,       TO
                                             MAY 31,1996   ------------------------  NOVEMBER 30,
                                             (UNAUDITED)       1995         1994         1993
                                            -------------  -----------  -----------  ------------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period           $9.52          $9.52        $9.94        $9.98
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                            .22(d)         .46(d)       .37          .27
Net realized and unrealized gain (loss)
  on investments                                (.25)           .01         (.33)        (.03)
Net increase (decrease) in net asset
  value from operations                         (.03)           .47          .04          .24
  
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income            (.24)          (.44)        (.42)        (.28)
Tax return of capital                             -0-          (.03)        (.03)          -0-
Distributions from net realized gains             -0-            -0-        (.01)          -0-
Total dividends and distributions               (.24)          (.47)        (.46)        (.28)
Net asset value, end of period                 $9.25          $9.52        $9.52        $9.94
  
TOTAL RETURN
Total investment return based on net 
  asset value (a)                               (.35)%         5.06%         .42%        2.40%
  
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $53,265        $68,459     $141,838     $228,703
Ratio of expenses to average net assets         3.13%(b)       2.85%        2.04%        1.74%(b)
Ratio of expenses to average net assets 
  excluding interest expense (c)                2.32%(b)       2.10%        1.89%        1.58%(b)
Ratio of net investment income to 
  average net assets                            4.69%(b)       4.84%        4.10%        3.70%(b)
Portfolio turnover rate                          101%           293%         375%         499%
</TABLE>


(a)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period. Initial sales charges or contingent 
deferred sales charges are not reflected in the calculation of total investment 
return. Total investment return calculated for a period of less than one year 
is not annualized.

(b)  Annualized.

(c)  Net of interest expenses on reverse repurchase agreements (see Note F).

(d)  Based on average shares outstanding.

(e)  Commencement of operations.

(f)  Net of expenses waived by the Adviser.

(g)  If the Fund had borne all expenses, the expense ratios would have been 
1.55% for Class A shares and 2.28% for Class B shares.

(h)  Commencement of distribution.


17



                                      ALLIANCE LIMITED MATURITY GOVERNMENT FUND
_______________________________________________________________________________

BOARD OF DIRECTORS
JOHN D. CARIFA, CHAIRMAN AND PRESIDENT
RUTH BLOCK (1)
DAVID H. DIEVLER (1)
JOHN H. DOBKIN (1)
WILLIAM H. FOULK, JR. (1)
DR. JAMES M. HESTER (1)
CLIFFORD L. MICHEL (1)
ROBERT C. WHITE (1)

OFFICERS
PAUL A. ULLMAN, SENIOR VICE PRESIDENT
PATRICIA J. YOUNG, SENIOR VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
JUAN J. RODRIGUEZ, CONTROLLER

CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
225 Franklin Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
Toll-Free 1-(800) 221-5672

INDEPENDENT AUDITORS
ERNST & YOUNG LLP
787 Seventh Avenue
New York, NY 10019


(1)  Member of the Audit Committee.


18



THE ALLIANCE FAMILY OF MUTUAL FUNDS
_______________________________________________________________________________

FIXED INCOME
Alliance Bond Fund
    U.S. Government Portfolio
    Corporate Bond Portfolio
Alliance Global Dollar Government Fund
Alliance Global Strategic Income Trust
Alliance Mortgage Securities Income Fund
Alliance Limited Maturity Government Fund
Alliance Multi-Market Strategy Trust
Alliance North American Government Income Trust
Alliance Short-Term Multi-Market Trust
Alliance Short-Term U.S. Government Fund
Alliance World Income Trust

TAX-FREE INCOME
Alliance Municipal Income Fund
    California Portfolio
    Insured California Portfolio
    Insured National Portfolio
    National Portfolio
    New York Portfolio
Alliance Municipal Income Fund II
    Arizona Portfolio
    Florida Portfolio
    Massachusetts Portfolio
    Michigan Portfolio
    Minnesota Portfolio
    New Jersey Portfolio
    Ohio Portfolio
    Pennsylvania Portfolio
    Virginia Portfolio

MONEY MARKET
AFD Exchange Reserves

GROWTH
The Alliance Fund
Alliance Global Small Cap Fund
Alliance Growth Fund
Alliance Premier Growth Fund

GROWTH & INCOME
Alliance Strategic Balanced Fund
Alliance Balanced Shares
Alliance Conservative Investors Fund
Alliance Growth & Income Fund
Alliance Growth Investors Fund
Alliance Income Builder Fund
Alliance Utility Income Fund

AGGRESSIVE GROWTH
Alliance Quasar Fund
Alliance Technology Fund

INTERNATIONAL
Alliance All-Asia Investment Fund
Alliance International Fund
Alliance New Europe Fund
Alliance Worldwide Privatization Fund

CLOSED-END FUNDS
Alliance All-Market Advantage Fund
Alliance Global Environment Fund
ACM Government Income Fund
ACM Government Opportunity Fund
ACM Government Securities Fund
ACM Government Spectrum Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
Alliance World Dollar Government Fund
Alliance World Dollar Government Fund II
The Austria Fund
The Korean Investment Fund
The Spain Fund
The Southern Africa Fund

CASH MANAGEMENT SERVICES
ACM Institutional Reserves
    Government Portfolio
    Prime Portfolio
    Tax-Free Portfolio
    Trust Portfolio
Alliance Capital Reserves
Alliance Government Reserves
Alliance Insured Account
Alliance Money Reserves
Alliance Municipal Trust
    California Portfolio
    Connecticut Portfolio
    Florida Portfolio
    General Portfolio
    New Jersey Portfolio
    New York Portfolio
    Virginia Portfolio
Alliance Treasury Reserves
Alliance Money Market Fund
    Prime Portfolio
    Government Portfolio
    General Municipal Portfolio


19



ALLIANCE LIMITED MATURITY GOVERNMENT FUND
1345 Avenue of the Americas
New York, NY  10105
(800) 221-5672

ALLIANCE CAPITAL
INVESTING WITHOUT THE MYSTERY.

THIS REPORT IS INTENDED SOLELY FOR DISTRIBUTION TO CURRENT SHAREHOLDERS 
OF THE FUND. 

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM THE OWNER, 
ALLIANCE CAPITAL MANAGEMENT L.P. 

LMGSR



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