Exhibit (e)(5)

                  AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT

            AMENDMENT made as of June 14, 2006 to the Distribution Services
Agreement (the "Agreement") made as of July 22, 1992, April 30, 1993, November
3, 2003 and March 1, 2005, between ALLIANCEBERNSTEIN BALANCED SHARES, INC.
(formerly Alliance Balanced Shares, Inc.), a Maryland corporation (the "Fund"),
and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment
Research and Management, Inc. and 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 and the Underwriter wish to amend the Agreement in
the manner set forth herein;

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

            1. Section 12(a) of the Agreement is amended by deleting it in its
entirety and replacing it with the following:

                  SECTION 12. Term of Agreement.

                  (a) This agreement shall become effective on the date
            hereof and shall continue in effect until September 30, 1987,
            and continue in effect thereafter; provided, however, that such
            continuance is specifically approved at least annually by the
            Directors of the Fund or by majority vote of the holders of the
            outstanding voting securities (as defined in the Investment
            Company Act), and, in either case, by a majority of the
            Directors of the Fund who are not parties to this agreement or
            interested persons, as defined in the Investment Company Act,
            of any such party (other than as directors of the Fund) and who
            have no direct or indirect financial interest in the operation
            of the Plan or any agreement related thereto; provided further,
            however, that if the continuation of this agreement is not
            approved, the Underwriter may continue to render the services
            described herein in the manner and to the extent permitted by
            the Act and the rules and regulations thereunder. Upon
            effectiveness of this agreement, it shall supersede all
            previous agreements between the parties hereto covering the
            subject matter hereof. This agreement may be terminated (i) by
            the Fund at any time, without the payment of any penalty, by
            the vote of a majority of the outstanding voting securities (as
            so defined), or by a vote of a majority of the Directors of the
            Fund who are not interested persons, as defined in the
            Investment Company Act, of the Fund and have no direct or
            indirect financial interest in the operation of the Plan or any
            agreement related thereto, in either event on sixty days'
            written notice to the Underwriter; provided, however, that no
            such notice shall be required if such termination is stated by
            the Fund to relate only to Sections 5 and 16 hereof (in which
            event Sections 5 and 16 shall be deemed to have been severed
            herefrom and all other provisions of this agreement shall
            continue in full force and effect), or (ii) by the Underwriter
            on sixty days' written notice to the Fund.

            2. No Other Changes. Except as provided herein, the Agreement shall
be unaffected hereby.

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


                                   ALLIANCEBERNSTEIN BALANCED SHARES, INC.


                                   By:   /s/ Emilie D. Wrapp
                                         ---------------------------------------
                                         Name: Emilie D. Wrapp
                                         Title: Secretary




                                   ALLIANCEBERNSTEIN INVESTMENTS, INC.


                                   By:   /s/ Andrew L. Gangolf
                                         ---------------------------------------
                                         Name: Andrew L. Gangolf
                                         Title: Senior Vice President and
                                                Assistant General Counsel




Accepted as of the date written above:

ALLIANCEBERNSTEIN L.P.


By:    /s/ Adam Spilka
       -------------------------------------
       Name: Adam Spilka
       Title:  Secretary