<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
(Name of Issuer)
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
018796102
(CUSIP Number of Class of Securities)
Edmund P. Bergan, Jr.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
__________________
With a copy to:
Bruce D. Senzel
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
December 10, 1997
(Date Tender Offer First Published, Sent
or Given to Security Holders)
January 21, 1998
(Date of Amendment)
<PAGE>
This Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on December 10, 1997 by Alliance World Dollar
Government Fund, Inc. (the "Fund") relating to an offer to
purchase for cash (the "Offer") 1,297,906 of the Fund's issued
and outstanding shares of common stock, par value $.01 per share
(the "Shares"), amends such Statement on Schedule 13E-4 to add
the following information in accordance with Rule 13e-4(c)(3) of
the Securities and Exchange Act of 1934 and General Instruction D
of Schedule 13E-4:
The Offer expired at 12:00 Midnight Eastern Time on
January 8, 1998. Pursuant to the Offer
1,034,042.524 Shares were properly tendered and not
withdrawn and all of the tendered Shares were
accepted by the Fund on January 13, 1998 for
purchase at the price of $14.80 per Share, the net
asset value per Share as determined as of the close
of the regular trading session of the New York
Stock Exchange on January 8, 1998. Payment for the
Shares purchased was made on January 13, 1998. The
aggregate purchase price paid by the Fund for the
Shares purchased pursuant to the Offer was
$15,303,829.36.
Item 9. Material to Be Filed as Exhibits.
The following material is hereby filed as additional or
amended exhibits to the Fund's Statement on Schedule 13E-4:
(a)(5) Text of Press Release dated January 9, 1998.
(a)(6) Text of Press Release dated January 13, 1998.
(c)(1) Corrected signature page 10.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
/s/ Edmund P. Bergan, Jr.
___________________________________
Name: Edmund P. Bergan, Jr.
Title: Secretary
Dated: January 21, 1998
3
<PAGE>
EXHIBIT INDEX
Exhibit Pages in Sequentially
Number Exhibit Numbered Original
(a)(1)(i)* Advertisement printed in The
Wall Street Journal.
(a)(1)(ii)* Offer of Purchase.
(a)(2)(i)* Form of Letter of Transmittal.
(a)(2)(ii)* Form W-8
(a)(2)(iii)* Form of Notice of Guaranteed
Delivery.
(a)(3)(i)* Form of Letter to Brokers,
Dealers, Commercial Banks,
Trust Companies and Other
Nominees.
(a)(3)(ii)* Form of Letter to Clients of
Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees.
(a)(3)(iii)* Questions and Answers, to be
Used Only by Brokers, Dealers,
Commercial Banks, Trust
Companies and Other Nominees
and by the Depositary.
(a)(3)(iv)* Form of Letter to Stockholders
Who Have Requested Information.
(a)(4)* Text of Press Release dated
December 9, 1997.
(a)(5)** Text of Press Release dated
January 9, 1998.
(a)(6)** Text of Press Release dated
January 13, 1998.
____________________
* Previously filed.
** Filed herewith.
<PAGE>
(c)(1)*** Depositary Agreement between
Alliance World Dollar
Government Fund, Inc. and
BankBoston, N.A. dated as of
December 10, 1997.
(c)(2)* Advisory Agreement between
Alliance World Dollar
Government Fund, Inc. and
Alliance Capital Management
L.P. dated October 29, 1992.
(c)(3)* Administration Agreement
between Alliance World Dollar
Government Fund, Inc. and
Alliance Capital Management
L.P. dated October 1, 1994.
(c)(4)* Shareholder Inquiry Agency
Agreement between Alliance
World Dollar Government Fund,
Inc. and Alliance Fund
Services, Inc. dated November
28, 1995.
____________________
*** Previously filed except for corrected
signature page 10 filed herewith.
5
00250114.BE1
<PAGE>
Exhibit (a)(5)
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
AND PRELIMINARY RESULTS
NEW YORK, NY January 9, 1998 -- Alliance World Dollar Government
Fund, Inc. (NYSE:AWG) (the "Fund") announced today that its
tender offer for 1,297,906 of its issued and outstanding shares
of common stock representing approximately 15% of the Fund's
outstanding shares expired yesterday at 12:00 Midnight Eastern
Time. Shares tendered may be withdrawn at any time prior to 5:00
P.M. Eastern Time on January 12, 1998.
Based upon current information, approximately 1,037,717 shares
were tendered, of which approximately 13,040 shares were tendered
pursuant to notices of guaranteed delivery. These numbers are
subject to adjustment and should not be regarded as final. The
actual number of shares to be purchased will be announced at a
later date. Management of the Fund anticipates acceptance and
payment by not later than January 16, 1998 of all shares properly
tendered. The purchase price of properly tendered shares is the
net asset value per share determined as of the close of the
regular trading session of the New York Stock Exchange on January
8, 1998.
The Fund is a non-diversified, closed-end U.S. registered
management investment company whose investment adviser is
Alliance Capital Management L.P. The Fund seeks high current
income from investment in debt obligations denominated in U.S.
dollars of countries with emerging economies whose recent
interest rates are higher than those of the United States.
# # #
Alliance Capital Management L.P.,
1345 Avenue of the Americas, New York, N.Y. 10105
<PAGE>
Exhibit (a)(6)
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ANNOUNCES RESULTS OF TENDER OFFER
NEW YORK, NY January 13, 1998 -- Alliance World Dollar Government
Fund, Inc. (NYSE:AWG) (the "Fund") announced today that in
accordance with its tender offer for up to 1,297,906 of its
shares of common stock which expired on January 8, 1998,
1,034,042.524 shares were properly tendered all of which the Fund
has accepted for payment by not later than January 16, 1998 at
$14.80 per share. These shares represent approximately 12% of
the Fund's outstanding shares.
The purpose of the tender offer was to fulfill an undertaking
made in connection with the initial public offering of the Fund's
shares.
The Fund is a non-diversified, closed-end U.S. registered
management investment company whose investment adviser is
Alliance Capital Management L.P. The Fund seeks high current
income from investment in debt obligations denominated in U.S.
dollars of countries with emerging economies whose recent
interest rates are higher than those of the United States.
# # #
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
<PAGE>
Exhibit (c)(1)
IN WITNESS WHEREOF, the parties hereto have caused this Depositary
Agreement to be executed by their respective officers, hereunto
duly authorized, as of the day and year first above written.
ALLIANCE WORLD DOLLAR BANKBOSTON, N.A.
GOVERNMENT FUND, INC.
By: /s/ Edmund P. Bergan, Jr. By: /s/ Barbara S. Cummings
_________________________ _______________________
Edmund P. Bergan, Jr. Barbara S. Cummings
Title:Secretary Title:Administration Manager
10
