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File No. 33-47031
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 13
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
ALLIANCE LIMITED MATURITY GOVERNMENT FUND, INC.
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Calculation of Registration Fee:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Unit * Offering Price ** Fee
__________ ____________ ________________ _________________ ____________
Common
Stock $.001 21,141,113 $9.29 $290,000 $100.00
par value
* Estimated solely for the purpose of determining the
amount of the registration fee based on the net asset value per
share of the Registrant's Common Stock on April 11, 1996.
** The calculation of the maximum aggregate offering price
is made pursuant to Rule 24e-2(a) under the Investment Company
Act of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year ended
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November 30, 1995 was 21,109,897 shares, -0- shares of which were
previously used for reduction pursuant to Rule 24f-2 or Rule 24e-
2(a) and 21,109,897 shares of which are being so used for such
reduction in this Amendment.
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
___this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 as
amended and the Investment Company Act of 1940 as amended, the
Registrant certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York, on
the 12th day of April, 1996.
ALLIANCE LIMITED MATURITY GOVERNMENT FUND, INC.
by /s/ John D. Carifa
John D. Carifa
Chairman and President
Pursuant to the requirements of the Securities Act of
l933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
Signature Title Date
1) Principal Executive
Officer
/s/ John D. Carifa
Chairman April 12, 1996
John D. Carifa and President
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten
Treasurer and April 12, 1996
Mark D. Gersten Chief Financial
Officer
3) A Majority of the Directors
Ruth Block
John D. Carifa
David H. Dievler
William H. Foulk, Jr.
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James M. Hester
Clifford L. Michel
Robert C. White
by /s/ Edmund P. Bergan, Jr.
April 12, 1996
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
April 12, 1996
Alliance Limited Maturity Government Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Limited Maturity
Government Fund, Inc., a Maryland corporation (the "Company"), in
connection with the registration of an additional 21,141,113
shares of common stock, par value $.001 per share, of the Company
under the Securities Act of 1933, as amended (the "Act").
As counsel for the Company, we have participated in the
preparation of Post-Effective Amendment No. 13 to the Company's
Registration Statement on Form N-1A under the Act (File No.
33-47031 relating to such additional shares and have examined and
relied upon corporate records of the Company and other documents
and certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
21,141,113 additional shares of common stock of the Company being
registered by Post-Effective Amendment No. 13 to the Company's
Registration Statement are duly authorized and unissued shares,
and when such shares have been duly sold, issued and paid for as
contemplated in the Company's Prospectus forming a part of its
Registration Statement under the Act, such shares will have been
validly and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to have
outstanding more than the number of shares of common stock
authorized to be issued by the Company's Articles of
Incorporation) and will be fully paid and non-assessable shares
of common stock of the Company under the laws of the State of
Maryland (assuming that the sale price of each share is not less
than the par value thereof).
Our opinion above stated is expressed as members of the
bar of the State of New York.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to above-
referenced Post-Effective Amendment No. 13 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250110.AO8
