FORM OF
           AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

          AMENDMENT made as of __________________, 2003 to the
Distribution Services Agreement (the "Agreement") made as of July
22, 1992, as amended April 30, 1993 and July 11, 1996, between
AllianceBernstein Technology Fund, Inc., a Maryland corporation
(the "Fund"), and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC. (formerly Alliance Fund Distributors, Inc.), a
Delaware corporation (the "Underwriter"). Capitalized terms not
defined herein have the meaning set forth in the Agreement.

                            WITNESSETH

          WHEREAS, the Fund and the Underwriter are parties to
the Agreement;

          WHEREAS, the Fund has decided to sell to the public
shares of its Class R Common Stock in addition to its Class A
shares, Class B shares, Class C shares and Advisor Class shares;

          WHEREAS, the Underwriter is willing to act, and the
Fund wishes to appoint the Underwriter, as underwriter and
distributor of the Class R Common Stock of the Fund;

          NOW, THEREFORE, the parties agree to amend the
Agreement as follows:

          1. Section 1 of the Agreement is amended by deleting it
in its entirety and replacing it with the following:

               SECTION 1. Appointment of the Underwriter.

               The Fund hereby appoints the Underwriter as the
     principal underwriter and distributor of the Fund to sell to
     the public shares of its Class A Common Stock (the "Class A
     shares"), Class B Common Stock (the "Class B shares"), Class
     C Common Stock (the "Class C shares"), Advisor Class Common
     Stock (the "Advisor Class shares"), Class R Common Stock
     (the "Class R shares") and shares of such other class or
     classes as the Fund and the Underwriter shall from time to
     time mutually agree in writing shall become subject to this
     Agreement (the "New shares") (the Class A shares, the Class
     B shares, the Class C shares, the Advisor Class shares, the
     Class R shares and the New shares being collectively
     referred to herein as the "shares") and hereby agrees during
     the term of this Agreement to sell shares to the Underwriter
     upon the terms and conditions herein set forth.

          2. Section 5(b) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:

               (b) Except as may be required by NASD rules and
     interpretations, the Fund will pay to the Underwriter each
     month a distribution services fee that will not exceed, on
     an annualized basis, .30% of the aggregate average daily net
     assets of the Fund attributable to the Class A shares, 1.00%
     of the aggregate average daily net assets of the Fund
     attributable to the Class B shares, 1.00% of the aggregate
     average daily net assets of the Fund attributable to the
     Class C shares and .50% of the aggregate average daily net
     assets of the Fund attributable to Class R shares. The
     distribution services fee will be used in its entirety by
     the Underwriter to make payments (i) to compensate
     broker-dealers or other persons for providing distribution
     assistance, (ii) to otherwise promote the sale of shares of
     the Fund, including payment for the preparation, printing
     and distribution of prospectuses and sales literature or
     other promotional activities, and (iii) to compensate
     broker-dealers, depository institutions and other financial
     intermediaries for providing administrative, accounting and
     other services with respect to the Fund's shareholders. A
     portion of the distribution services fee that will not
     exceed, on an annualized basis, .25% of the aggregate
     average daily net assets of the Fund attributable to each of
     the Class A shares, Class B shares, Class C shares and Class
     R shares will constitute a service fee that will be used by
     the Underwriter for personal service and/or the maintenance
     of shareholder accounts within the meaning of NASD rules and
     interpretations.

          3. Section 5(f) of the Agreement is amended by deleting
it in its entirety and replacing it with the following:

               (f) The Fund is not obligated to pay any
     distribution expenses in excess of the distribution services
     fee described above in Section 5(b) hereof. Any expenses of
     distribution of the Fund's Class A shares accrued by the
     Underwriter in one fiscal year of the Fund may not be paid
     from distribution services fees received from the Fund in
     respect of Class A shares in another fiscal year. Any
     expenses of distribution of the Fund's Class B shares, Class
     C shares or Class R shares accrued by the Underwriter in one
     fiscal year of the Fund may be carried forward and paid from
     distribution services fees received from the Fund in respect
     of such class of shares in another fiscal year. No portion
     of the distribution services fees received from the Fund in
     respect of Class A shares may be used to pay any interest
     expense, carrying charges or other financing costs or
     allocation of overhead of the Underwriter. The distribution
     services fees received from the Fund in respect of Class B
     shares, Class C shares and Class R shares may be used to pay
     interest expenses, carrying charges and other financing
     costs or allocation of overhead of the Underwriter to the
     extent permitted by Securities and Exchange Commission
     rules, regulations or Securities and Exchange Commission
     staff no-action or interpretative positions in effect from
     time to time. In the event this Agreement is terminated by
     either party or is not continued with respect to a class of
     shares as provided in Section 12 below: (i) no distribution
     services fees (other than current amounts accrued but not
     yet paid) will be owed by the Fund to the Underwriter with
     respect to that class, and (ii) the Fund will not be
     obligated to pay the Underwriter for any amounts expended
     hereunder not previously reimbursed by the Fund from
     distribution services fees in respect of shares of such
     class or recovered through deferred sales charges. The
     distribution services fee of a particular class may not be
     used to subsidize the sale of shares of any other class.



          IN WITNESS WHEREOF, the parties hereto have executed
this Amendment to the Agreement.

                           ALLIANCEBERNSTEIN TECHNOLOGY FUND, INC.

                           By: ___________________________________


                           ALLIANCEBERNSTEIN INVESTMENT RESEARCH
                             AND MANAGEMENT, INC.

                           By: ___________________________________


Accepted as of the date first written above:

ALLIANCE CAPITAL MANAGEMENT L.P.

By:  Alliance Capital Management Corporation,
       General Partner

By: ___________________________________

00250.0073 #430594