Exhibit 99(g)(2)


                        AMENDMENT TO CUSTODIAN CONTRACT
                       --------------------------------

      This Amendment to the Custodian Contract is made as of June 1, 1999, by
and between Alliance Growth and Income Fund, Inc. (formerly Alliance Dividend
Shares, Inc.) (the "Fund") and State Street Bank and Trust Company (the
"Custodian"). Capitalized terms used in this Amendment without definition shall
have the respective meanings given to such terms in the Custodian Contract
referred to below.

      WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of February 27, 1987 (as amended and in effect from time to time, the
"Contract"); and

      WHEREAS, the Fund and the Custodian desire to amend certain provisions of
the Contract to accommodate the Custodian's delegation of sub-custody
responsibilities to its affiliate, State Street Trust Company Canada;

      NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:

I.    Article 12, paragraph 2, Responsibility of Custodian, is hereby amended to
      read as follows:

            The Custodian shall be liable for the acts or omissions of a foreign
      banking institution appointed pursuant to the provisions of Article 3 to
      the same extent as set forth in Article 1 hereof with respect to
      sub-custodians located in the United States and, regardless of whether
      assets are maintained in the custody of a foreign banking institution, a
      foreign securities depository, or a branch of a U.S. bank as contemplated
      by paragraph 3.11 hereof, the Custodian shall not be liable for any loss,
      damage, cost, expense, liability or claim resulting from, or caused by,
      the direction of or authorization by the Fund to maintain custody or any
      securities or cash of the Fund in a foreign country including, but not
      limited to, losses resulting from nationalization, expropriation, currency
      restrictions, or acts of war or terrorism. Notwithstanding the foregoing
      provisions of this Article 12, the delegation by State Street Bank and
      Trust Company to its affiliate, State Street Trust Company Canada, of
      sub-custody duties in Canada shall not relieve State Street Bank and Trust
      Company of any responsibility for any loss due to the delegation to State
      Street Trust Company Canada, except (a) such loss as may result from
      political risk (e.g., exchange control restrictions, confiscation,
      expropriation, nationalization, insurrection, civil strife or armed
      hostilities) and (b) other losses (excluding losses resulting from a
      bankruptcy or insolvency of State Street Trust Company Canada not caused
      by political risk) under circumstances where State Street Bank and Trust
      Company and State Street Trust Company Canada have exercised reasonable
      care (including, without limitation, Acts of God, nuclear incident and the
      like).

      II.   In all respects not inconsistent herewith, the Contract is hereby
            ratified and affirmed.

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      IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.

WWITNESSED BY:                            STATE STREET BANK AND TRUST COMPANY



/s/ Jean S. Carr                         By:    /s/ Ronald E. Logue
------------------------                         ------------------------
Name:  Jean S. Carr                       Name:  Ronald E. Logue
Title: Associate Counsel                  Title: Vice Chairman


Witnessed By:                             ALLIANCE GROWTH AND INCOME FUND, INC.


/s/ Mary Ann Milley                      By:    /s/ Edmund P. Bergan, Jr.
------------------------                         ------------------------
Name:  Mary Ann Milley                    Name:  Edmund P. Bergan, Jr.
Title:Legal Administrative                Title: Secretary
      Secretary