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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. 17
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 Proposed Maximum
Securities Maximum Aggregate Amount of
Being Amount Offering Offering Registration
Registered Registered Price Unit* Price** Fee
Common
Stock Par
Value
$.001 12,166,120 $9.32 $-0- $-0-
* 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 February 28, 1997.
** 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
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of securities redeemed or repurchased during the fiscal year
ended November 30, 1996 was $117,584,804, $3,466,597 of which
was previously used for reduction pursuant to Rule 24f-2 or
Rule 24e-2(a) and $114,118,207 of which is 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.
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 28th day of February, 1997.
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 and February 28, 1997
___________________ President
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer and February 28, 1997
___________________ Chief Financial
Mark D. Gersten Officer
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00250110.AV3
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3) All of the Directors
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Donald J. Robinson
by /s/Edmund P. Bergan, Jr. February 28, 1997
________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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00250110.AV3
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March 6, 1997
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 12,166,120
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. 17 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
12,166,120 additional shares of common stock of the Company being
registered by Post-Effective Amendment No. 17 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 pursuant to its Charter)
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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Alliance Limited Maturity March 6, 1997
Government Fund, Inc.
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. 17 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250110.AV3
