SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. __)

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

ACM Government Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.

(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.

Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[LOGO OF ALLIANCE CAPITAL]

ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.

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1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 8, 2001

To the Stockholders of ACM Government Income Fund, Inc. ("ACM I"), ACM
Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc.
("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM VII"), ACM Managed
Dollar Income Fund, Inc. ("ACM VIII"), Alliance World Dollar Government Fund,
Inc. ("AWDGF"), Alliance World Dollar Government Fund II, Inc. ("AWDGF II")
and Alliance All-Market Advantage Fund, Inc. ("AMA"):

Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II and AMA
(individually, a "Fund" and collectively, the "Funds") will be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on March 8, 2001 at 11:00 a.m., for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
February 9, 2001:

1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years and until his successor is duly elected and
qualifies and, with respect to the holders of Preferred Stock of ACM V and ACM
VII, to elect a Director to hold office for a term of one year and until his
successor is duly elected and qualifies;

2. To ratify the selection of Ernst & Young LLP as independent accountants
for ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF and AWDGF II and
PricewaterhouseCoopers LLP as independent accountants of AMA, for each Fund's
respective fiscal year ending in 2001; and

3. To transact such other business as may properly come before the Meeting.

The Board of Directors of each Fund has fixed the close of business on
December 29, 2000 as the record date for the determination of stockholders of
the Funds entitled to notice of, and to vote at, the Meeting or any
postponement or adjournment thereof. The enclosed proxy is being solicited on
behalf of the Board of Directors of each Fund.

By Order of the Boards of Directors,

Edmund P. Bergan, Jr.
Secretary

New York, New York
February 9, 2001
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YOUR VOTE IS IMPORTANT

Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please mark and mail your proxy promptly in order to save the
Funds any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.

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(R)This registered service mark used under license from the owner, Alliance
Capital Management L.P.

PROXY STATEMENT

1345 Avenue of the Americas
New York, New York 10105

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JOINT ANNUAL MEETING OF STOCKHOLDERS
March 8, 2001

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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Government
Income Fund, Inc. ("ACM I"), ACM Government Opportunity Fund, Inc. ("ACM IV"),
ACM Managed Income Fund, Inc. ("ACM V"), ACM Municipal Securities Income Fund,
Inc. ("ACM VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"), Alliance
World Dollar Government Fund, Inc. ("AWDGF"), Alliance World Dollar Government
Fund II, Inc. ("AWDGF II") and Alliance All-Market Advantage Fund, Inc.
("AMA"), each of which is a Maryland corporation (individually, a "Fund" and
collectively, the "Funds"), to be voted at a Joint Annual Meeting of
Stockholders of the Funds (the "Meeting"), to be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
March 8, 2001 at 11:00 a.m. The solicitation will be by mail and the cost for
each Fund will be borne by that Fund. The Notice of Meeting, Proxy Statement
and Proxy Card are being mailed to stockholders on or about February 9, 2001.

The Board of Directors of each Fund has fixed the close of business on
December 29, 2000 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any postponement or
adjournment thereof. The outstanding voting shares of the Funds as of December
29, 2000 consisted, respectively, of 164,597,684 shares of common stock of ACM
I, 12,425,781 shares of common stock of

ACM IV, 23,829,118 shares of common stock and 950 shares of Remarketed
Preferred Stock, Series A (the "ACM V Preferred Stock") of ACM V, 10,870,722
shares of common stock and 3,600 shares of each of Municipal Income Preferred
Shares, Series A, Series B and Series C (the "ACM VII Preferred Stock") of ACM
VII, 22,196,375 shares of common stock of ACM VIII, 8,589,167 shares of common
stock of AWDGF, 77,850,368 shares of common stock of AWDGF II and 3,572,754
shares of common stock of AMA, each share being entitled to one vote.

At the Meeting, the holders of ACM V Preferred Stock and the holders of each
class of ACM VII Preferred Stock will have equal voting rights with the
holders of ACM V and ACM VII common stock, respectively (i.e., one vote per
share), and, except as discussed below, will vote together with the holders of
ACM V and ACM VII common stock, respectively, as a single class on all
proposals to be brought before the Meeting applicable to their respective
Funds. In addition, the holders of ACM V Preferred Stock and ACM VII Preferred
Stock, voting separately as a class, have the right to elect two Directors
representing the holders of the Preferred Stock of their respective Fund. The
holders of ACM V's common stock and the holders of ACM VII's common stock do
not have the right to vote with respect to the election of those two
Directors. Ms. Ruth Block has previously been elected by the holders of the
ACM V Preferred Stock and the holders of the ACM VII Preferred Stock. She is
not standing for re-election at the Meeting, as her term does not expire until
2003. Mr. Robert C. White, who had previously been elected by the holders of
ACM V and ACM VII Preferred Stock, has retired from the Boards of Directors of
these Funds. Dr. James M. Hester, who is currently a Class Two Director of
each Fund, has been appointed to replace Mr. White as the second Director to
represent the holders of ACM V and ACM VII Preferred Stock. At the Meeting,
Dr. Hester will stand for election to a one-year term by the holders of the
ACM V Preferred Stock and the holders of the ACM VII Preferred Stock.

All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
(i) proxies from the holders of the Preferred Stock of ACM V and the holders
of the Preferred Stock of ACM VII will be voted for the election of four
Directors, (ii) all other proxies will be voted for the election of three
Directors, (iii) with respect to AMA, proxies will be voted for the
ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the fiscal year ending September 30, 2001, and
(iv) with respect to the other Funds, proxies will be voted for the
ratification of the selection of Ernst & Young LLP as those Funds' independent
accountants for each of their respective fiscal years ending in 2001. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Funds at 1345 Avenue
of the Americas, New York, New York 10105, by signing another proxy of a later
date or by personally voting at the Meeting.

Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have the discretionary power to vote).
The shares represented by such a proxy will be considered present for purposes
of determining the existence of a quorum for the transaction of business but,
not being cast, will have no effect on the outcome of the stockholder votes.
If any proposal, other than Proposals One and Two, properly comes before the
Meeting, shares represented by the proxies will be voted on all such proposals
in the discretion of the person, or persons, voting the proxies.

The Meeting is scheduled as a joint meeting of the respective stockholders
of the Funds because the stockholders of all the Funds are to consider and
vote on similar matters. Stockholders of each Fund will vote separately on
each proposal set forth herein and on any other matters that may arise for
that Fund, and an unfavorable vote on a proposal by the stockholders of one
Fund will not affect the implementation of the proposal by any other Fund if
such proposal is approved by the stockholders of the other Fund.

A quorum for each Fund for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the shares entitled to vote
at the Meeting. In the event that a quorum is not present at the Meeting for a
Fund or, even if a quorum is so present, in the event that sufficient votes in
favor of the positions recommended by the Board of Directors on any proposal
described in the Proxy Statement with respect to a Fund are not timely
received, the persons named as proxies may propose and vote for one or more
adjournments of the Meeting with respect to that Fund, with no other notice
than announcement at the Meeting, in order to permit further solicitation of
proxies. The Meeting may be adjourned with respect to fewer than all of the
proposals in the Proxy Statement, and a stockholder vote may be taken on any
one of the proposals prior to any adjournment if sufficient votes have been
received for approval thereof. Shares represented by proxies indicating a vote
contrary to the position recommended by the Board of Directors on a proposal
will be voted against adjournment as to that proposal.

Each Fund has engaged Shareholder Communications Corporation, 17 State
Street, New York, New York 10004, to assist the Funds in soliciting proxies
for the Meeting. Shareholder Communications Corporation will receive a total
fee of $37,000 for its services, to be paid by each Fund as follows: ACM I--
$7,500, ACM IV--$3,500, ACM V--$4,000, ACM VII-- $3,500, ACM VIII--$4,000,
AWDGF--$3,500, AWDGF II--$7,500, and AMA--$3,500, plus reimbursement of out-
of-pocket expenses.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years, and, in each case, until his successor is elected and
qualifies. In addition, the holders of the ACM V Preferred Stock and the
holders of the ACM VII Preferred Stock, voting separately as a class, will
elect one Director to serve for a term of one year and until his successor is
elected and qualifies. The affirmative vote of a plurality of the votes cast
by the stockholders of a Fund is required to elect a Director. With respect to
the election of a Director by the holders of the Preferred Stock of ACM V and
ACM VII, a quorum consists of the presence in person or by proxy of a majority
of the shares of the Preferred Stock. If a quorum for this proposal is
present, the affirmative vote of a plurality of the votes cast by the holders
of the Preferred Stock is required to elect the Director. It is the intention
of the persons named in the enclosed proxy to nominate and vote in favor of
the election of three individuals in Class One and one individual in Class
Two, as described below.

Pursuant to the Funds' respective Charters and By-Laws, the Board of
Directors of each Fund has been divided into three classes. With respect to
all of the Funds, the terms of the members in Class One will expire as of the
Meeting, the terms of the members in Class Two will expire as of the annual
meeting of stockholders to be held in 2002 and the terms of the members in
Class Three will expire as of the annual meeting of stockholders to be held in
2003. Upon expiration of the terms of the members of a class as set forth
above, the terms of their successors in that class will continue until the
third annual meeting of stockholders following their election and until their
successors are duly elected and qualify. With respect to ACM I, ACM IV, ACM V
and ACM VII, John H. Dobkin, Clifford L. Michel and Donald J. Robinson are
currently the members constituting Class One; David H. Dievler, William H.
Foulk, Jr. and Dr. James M. Hester are currently the members constituting
Class Two; and John D. Carifa and Ruth Block are currently the members
constituting Class Three. With respect to ACM VIII, AWDGF, AWDGF II and AMA,
David H. Dievler, Clifford L. Michel and Donald J. Robinson are currently the
members constituting Class One; John H. Dobkin, William H. Foulk, Jr. and Dr.
James M. Hester are currently the members constituting Class Two; and John D.
Carifa and Ruth Block are currently the members constituting Class Three.

Under this classified Board structure, only those Directors of each Fund in
a single class may be replaced in any one year. It would require two years to
change a majority of the Board of Directors of a Fund,

although Maryland law provides that stockholders may remove Directors under
certain circumstances even if they are not then standing for re-election and,
under regulations of the Securities and Exchange Commission (the
"Commission"), appropriate stockholder proposals may be included in the Funds'
annual proxy statement. This classified Board structure, which may be regarded
as an "anti-takeover" provision, may make it more difficult for each Fund's
stockholders to change the majority of Directors of that Fund and, thus, have
the effect of maintaining the continuity of management.

At the Meeting, three Directors in Class One of ACM I, ACM IV, ACM V and ACM
VII, Messrs. John H. Dobkin, Clifford L. Michel and Donald J. Robinson, and
three Directors in Class One of ACM VIII, AWDGF, AWDGF II and AMA, Messrs.
David H. Dievler, Clifford L. Michel and Donald J. Robinson, are standing for
re-election.

In addition, at the Meeting the holders of the ACM V Preferred Stock and the
holders of the ACM VII Preferred Stock will each be electing a Class Two
Director, Dr. James M. Hester. Dr. Hester, who is currently a Class Two
Director of these Funds, has been appointed to succeed Mr. Robert C. White,
who has retired from the Boards, to represent the interests of the holders of
the Preferred Stock. The holders of the common stock of these Funds will not
participate in the election of Dr. Hester. If elected at the Meeting, Dr.
Hester will hold office until the annual meeting of stockholders to be held in
2002 and will continue to serve thereafter subject to re-election by the
holders of the Preferred Stock.

If Dr. Hester is not elected at the Meeting, the Board of Directors of the
Fund affected will thereafter consider and take appropriate action to install
a second Director to be elected only by the holders of the Preferred Stock.
Under those circumstances, it is expected that Dr. Hester would serve as a
Class Two Director until the annual meetings of stockholders to be held in
2002 and would continue to serve thereafter subject to re-election by the
holders of the common stock and the holders of the Preferred Stock voting
together as a single class.

Each nominee has consented to serve as a Director. The Boards of Directors
know of no reason why any of these nominees will be unable to serve, but in
the event of such inability, the proxies received will be voted for such
substitute nominees as the Boards of Directors may recommend.

Certain information concerning each Fund's Directors, including the nominees
for election as Directors, is set forth below. With respect to each Fund, the
Class One Directors are standing for re-election and, with respect to ACM V
and ACM VII, Dr. Hester is standing for election solely by the holders of the
Preferred Stock.

Number of
shares
of the Funds'
common stock
beneficially
Name, positions and offices owned
with the Funds, age, directly or
principal occupations indirectly
during the past Year first Year term as as of
five years and became Director will December 29,
other directorships a Director expire 2000
--------------------------- -------------- ----------------- --------------

John D. Carifa,* Chairman of
the Board, 55................ ACM I--1987 2003 2,000 ACM I
President, Chief Operating ACM IV and V-- (Class Three) 1,000 AWDGF II
Officer and a Director of 1988 AWDGF-- 1,673 AMA
Alliance Capital Management 1992 ACM VIII
Corporation, the general and AWDGF II--
partner of the Adviser 1993 ACM VII
("ACMC"), with which he has and AMA--1994
been associated with since
prior to 1996.

Ruth Block,**+ Director, 70... ACM I--1987 2003 1,445 ACM I
Formerly an Executive Vice ACM IV and V-- (Class Three) 4,540 ACM V
President and Chief Insurance 1988 AWDGF-- 3,000 ACM VIII
Officer of The Equitable; 1992 ACM VIII 3,000 AWDGF
Chairman and Chief Executive and AWDGF II-- 1,833 AMA
Officer of Evlico; a Director 1993 ACM VII
of Avon, Tandem Financial and AMA--1994
Group and Donaldson, Lufkin &
Jenrette Securities
Corporation. She is a
Director of Ecolab
Incorporated (specialty
chemicals) and BP Amoco
Corporation (oil and gas).

David H. Dievler,** + ACM I--1987 2004++ 2,193 ACM I
Director, 71................. ACM IV and V-- (Class One) 200 ACM IV
Independent Consultant. Until 1988 AWDGF-- (ACM VIII, AWDGF, 1,000 AWDGF II
December 1994 he was Senior 1992 ACM VIII AWDGF II and 700 AMA
Vice President of ACMC and AWDGF II-- AMA)
responsible for mutual fund 1993 ACM VII
administration. Prior to and AMA--1994 2002
joining ACMC in 1984 he was (Class Two)
Chief Financial Officer of (ACM I, IV, V
Eberstadt Asset Management and VII)
since 1968. Prior to that he
was a Senior Manager at Price
Waterhouse & Co., member of
American Institute of
Certified Public Accountants
since 1953.

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* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each of the Funds because of an affiliation with
each of the Funds' investment adviser, Alliance Capital Management L.P.
(the "Adviser").
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.

John H. Dobkin,** + Director, AWDGF--1992 2004++ 377 AWDGF II
58............................. ACM VIII and (Class One) 610 AMA
Consultant. Formerly he was a AWDGF II--1993 (ACM I, IV, V
Senior Adviser (June 1999-June AMA--1994 and VII)
2000) and President (December ACM I, IV, V
1989-May 1999) of Historic and VII--1998 2002
Hudson Valley (historic (Class Two)
preservation) since prior to (ACM VIII,
1996. Previously, he was AWDGF, AWDGF II
Director of the National and AMA)
Academy of Design.

William H. Foulk, Jr.,** AWDGF--1992 2002 1,397 ACM I
+Director, 68. ACM VIII and (Class Two) 521 ACM IV
Investment Adviser and AWDGF II--1993 500 ACM V
Independent Consultant. He was AMA--1994 400 ACM VII
formerly Senior Manager of ACM I, IV, V 500 ACM VIII
Barrett Associates, Inc., a and VII--1998 500 AWDGF
registered investment adviser, 500 AWDGF II
with which he had been 800 AMA
associated since prior to 1996.
He is a former Deputy
Comptroller of the State of New
York and, prior thereto, Chief
Investment Officer of the New
York Bank for Savings.

Dr. James M. Hester,** +
Director, 76................... ACM I--1987 2002 1,419 ACM I
President of The Harry Frank ACM IV and (Class Two) 815 ACM IV
Guggenheim Foundation, with V--1988 700 ACM V
which he has been associated AWDGF--1992 950 AWDGF
since prior to 1996. He was ACM VIII and 860 AMA
formerly President of New York AWDGF II--1993
University and the New York ACM VII and
Botanical Garden, Rector of the AMA--1994
United Nations University and
Vice Chairman of the Board of
the Federal Reserve Bank of New
York.

Clifford L. Michel,** + ACM I--1987 2004++ 2,795 ACM I
Director, 61................... ACM IV and V-- (Class One) 1,000 ACM IV
Member of the law firm of 1988 1,000 ACM V
Cahill Gordon & Reindel, with AWDGF--1992 1,000 ACM VII
which he has been associated ACM VIII and 1,000 ACM VIII
since prior to 1996. He is AWDGF II--1993 1,000 AWDGF
President, Chief Executive ACM VII and 1,000 AWDGF II
Officer and Director of Wenonah AMA--1994 1,500 AMA
Development Company
(investments) and a Director of
Placer Dome, Inc. (mining).

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** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.

Number of shares
Name, positions and of the Funds'
offices common stock
with the Funds, age, beneficially owned
principal occupations directly or
during the past Year first indirectly
five years and became Year term as as of
other directorships a Director Director will expire December 29, 2000
--------------------- -------------- -------------------- ------------------

Donald J. Robinson,** + ACM I, IV, V, 2004++ 2,150 ACM V
Director, 66........... VII (Class One) 1,500 ACM VIII
Senior Counsel of the and VIII, 3,731 AMA
law firm of Orrick, AWDGF,
Herrington & Sutcliffe AWDGF II and
LLP since prior to AMA--1996
1996. He was formerly a
senior partner and a
member of the Executive
Committee of that firm.
He was also a member of
the Municipal
Securities Rulemaking
Board and a Trustee of
the Museum of the City
of New York.

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** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.

It is the policy of the Boards of Directors of all registered investment
companies to which the Adviser provides investment advisory services, including
the Funds (collectively, the "Alliance Fund Complex"), that each Director will
invest specified minimum amounts and (in the case of most of the Directors of
the Funds) an overall total of at least $150,000 in shares of investment
companies within the Alliance Fund Complex.

During their respective fiscal years ended in 2000, the Boards of Directors
of ACM VII, AWDGF, AWDGF II and AMA met six times, the Boards of Directors of
ACM V and ACM VIII met seven times, and the Boards of Directors of ACM I and
ACM IV met eight times. The Audit Committee of each Fund meets during the
fiscal year for the purposes set forth in the Audit Committee Charter attached
as Appendix A. The Audit Committees of ACM I, ACM V, ACM VII, ACM VIII, AWDGF,
AWDGF II and AMA each met two times during each Fund's most recently completed
respective fiscal year. The Audit Committee of ACM IV met three times during
the Fund's most recently completed fiscal year. The Nominating Committee of
each Fund did not meet during each Fund's respective fiscal year ended in 2000.
Both the Audit Committees and the Nominating Committees are standing committees
of the Board. The Nominating Committees were constituted for the purpose of
reelecting and nominating persons to fill any vacancies on the Board of
Directors and do not currently consider for nomination candidates proposed by
stockholders for election as Directors.

In accordance with the rules of the New York Stock Exchange, the Boards of
Directors have determined that the members of the Audit Committees are
independent as defined in Section 303.01(B)(2)(a) and (3) of the New York Stock
Exchange Listed Company Manual.

A Fund does not pay any fees to, or reimburse expenses of, any Director
during a time when such Director is considered an "interested person" of the
Fund, as defined in the Act. The aggregate compensation paid by each Fund to
each of its Directors during its respective fiscal year ended in 2000, the
aggregate compensation paid to each of the Directors during calendar year 2000
by all of the investment companies in the Alliance Fund Complex, and the total
number of investment companies (and separate investment portfolios within those
companies) in the Alliance Fund Complex with respect to which each of the
Directors serves as a director or trustee, are set forth below. Neither the
Funds nor any other investment company in the Alliance Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees.

Total Number of
Total Number of Investment
Investment Portfolios
Companies in within the
the Alliance Alliance Fund
Fund Complex, Complex,
Aggregate Total Compensation including the including the
Compensation from the Alliance Funds, as to Funds, as to
from each Fund Fund Complex, which the which the
during its including the Director is a Director is a
Fiscal Year Funds, during Director or Director or
Name of Director Ended in 2000 Calendar Year 2000 a Trustee a Trustee
- ---------------- --------------- ------------------ --------------- ---------------

John D. Carifa.......... $-0- $ -0- 35 103

Ruth Block.............. $3,980 ACM I $155,737 34 80
$3,855 ACM IV
$3,855 ACM V
$3,704 ACM VII
$4.029 ACM VIII
$4,742 AWDGF
$4,198 AWDGF II
$3,841 AMA

David H. Dievler........ $4,088 ACM I $223,025 40 86
$4,338 ACM IV
$3,963 ACM V
$3,812 ACM VII
$4,512 ACM VIII
$4,850 AWDGF
$4,320 AWDGF II
$3,949 AMA

John H. Dobkin.......... $4,089 ACM I $187,175 37 83
$4,338 ACM IV
$3,963 ACM V
$3,813 ACM VII
$4,512 ACM VIII
$4,851 AWDGF
$4,320 AWDGF II
$3,950 AMA

William H. Foulk, Jr.... $4,086 ACM I $220,737 41 99
$4,336 ACM IV
$3,961 ACM V
$3,810 ACM VII
$4,510 ACM VIII
$4,848 AWDGF
$4,320 AWDGF II
$3,947 AMA

Dr. James M. Hester..... $4,090 ACM I $171,137 35 81
$4,339 ACM IV
$3,964 ACM V
$3,813 ACM VII
$4,513 ACM VIII
$4,852 AWDGF
$4,320 AWDGF II
$3,951 AMA

Clifford L. Michel...... $4,090 ACM I $171,137 35 83
$4,339 ACM IV
$3,962 ACM V
$3,811 ACM VII
$4,325 ACM VIII
$4,851 AWDGF
$4,320 AWDGF II
$3,950 AMA

Donald J. Robinson...... $4,087 ACM I $160,776 37 93
$4,337 ACM IV
$3,962 ACM V
$3,811 ACM VII
$4,511 ACM VIII
$4,849 AWDGF
$3,954 AWDGF II
$3,948 AMA

As of December 29, 2000, each of the Directors of each Fund owned less than
1% of the shares of such Fund and the Directors and officers of each Fund as a
group owned less than 1% of the shares of each such Fund. During each Fund's
most recently completed fiscal year, none of the Funds' Directors engaged in a
purchase or sale of the securities of the Adviser or of any of its parents or
subsidiaries in an amount exceeding 1% of the relevant class of securities.

The Boards of Directors recommend that the stockholders of each Fund vote
"FOR" the election of the foregoing nominees to serve as Directors of their
Fund.

PROPOSAL TWO

RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS

The Boards of Directors of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF
and AWDGF II recommend that the stockholders of each Fund ratify the selection
of Ernst & Young LLP, independent accountants, to audit the accounts of each
such Fund for the fiscal year ending March 31, 2001 (AWDGF II), July 31, 2001
(ACM IV), August 31, 2001 (ACM V), September 30, 2001 (ACM VIII), October 31,
2001 (ACM VII and AWDGF), and December 31, 2001 (ACM I). In addition, the
Board of Directors of AMA recommends that the stockholders of the Fund ratify
the selection of PricewaterhouseCoopers LLP, independent accountants, to audit
the accounts of the Fund for the fiscal year ending September 30, 2001. The
selection of both Ernst & Young LLP and PricewaterhouseCoopers LLP was
approved by the vote, cast in person, of a majority of the Directors of each
Fund, including a majority of the Directors who are not "interested persons"
of each Fund, as defined in the Act, at meetings held on July 19, 2000 (ACM
IV, ACM V and ACM VIII), July 20, 2000 (AMA), September 7, 2000 (ACM I, ACM
VII and AWDGF) and January 18, 2001 (AWDGF II). With respect to each Fund, the
affirmative vote of a majority of the votes cast at the Meeting is required to
ratify such selection.

Ernst & Young LLP has audited the accounts of ACM I, ACM IV, ACM VII, ACM
VIII, AWDGF and AWDGF II since the commencement of each Fund's operations, and
of ACM V since its fiscal year ending August 31, 1990, and has represented
that it does not have any direct financial interest or any material indirect
financial interest in any of the Funds. PricewaterhouseCoopers LLP has audited
the accounts of AMA since the Fund's commencement of operations and has
represented that it does not have any direct financial interest or any
material indirect financial interest in the Fund. Representatives of Ernst &
Young LLP and PricewaterhouseCoopers LLP are expected to attend the Meeting
and to have the opportunity to make a statement and respond to appropriate
questions from the stockholders.

The Audit Committee of the Board of Directors of each Fund will normally
meet three times during each full fiscal year with representatives of the
independent accountants to discuss and review various matters as contemplated
by the Audit Committee Charter attached as Appendix A.

Audit Committee Report

Each Fund's Board of Directors has adopted a written charter for the Fund's
Audit Committee. The purposes of each Fund's Audit Committee are set forth in
the Fund's Audit Committee Charter, a form of which is included as Appendix A.
The role of each Audit Committee is to assist the Board of Directors in its
oversight of the Fund's financial reporting process. As set forth in the
Charter, management of each Fund is responsible for the preparation,
presentation and integrity of the Fund's financial statements, the Fund's
accounting and financial reporting principles and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent accountants are responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee of each
Fund has considered and discussed the audited financial statements with
management and the independent accountants. The Audit Committee of each Fund
has also discussed with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as currently in effect. The Audit Committee of each Fund also
considered whether the provision by the Fund's independent accountants of non-
audit services to the Fund, and of professional services to the Adviser and
affiliates of the Adviser that provide services to the Fund, is compatible
with maintaining the independent accountants' independence. Finally, the Audit
Committee of each Fund has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and has
discussed with the independent accountants, the independent accountant's
independence.

The members of the Funds' Audit Committees are not professionally engaged in
the practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Members
of the Audit Committees rely without independent verification on the
information provided to them and on the representations made by management and
the independent accountants. Accordingly, the Audit Committees' oversight does
not provide an independent basis to determine that management has maintained
appropriate accounting and financial reporting principles or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore,

the Audit Committees' considerations and discussions referred to above do not
assure that the audits of the Funds' financial statements have been carried out
in accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Funds' accountants are in fact "independent".

Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee of
each Fund referred to above and in the Audit Committee Charters, the Audit
Committee of each Fund recommended to the Board of Directors of the Fund that
the audited financial statements be included in the Fund's annual report to
stockholders for the most recent fiscal period.

Submitted by the Audit Committees of the Boards of Directors

Ruth Block Dr. James M. Hester
David H. Dievler Clifford L. Michel
John H. Dobkin Donald J. Robinson
William H. Foulk, Jr. Robert C. White*
- -----------
* Mr. White retired from the Board of Directors of each Fund as of December 31,
2000.

Independent Accountants' Fees

The following table sets forth the aggregate fees billed by the independent
accountants for each Fund's most recent fiscal year for professional services
rendered for: (i) the audit of the Fund's annual financial statements and the
review of financial statements included in the Fund's reports to stockholders;
(ii) financial information systems design and implementation services provided
to the Fund, its investment adviser and entities that control, are controlled
by or under common control with the Adviser that provide services to the Fund;
and (iii) all other services provided to the Fund, its investment adviser and
entities that control, are controlled by or under common control with the
Adviser that provide services to the Fund.

Financial Information
Systems Design and
Audit Fees Implementation Fees* Other Fees*
---------- --------------------- -----------

ACM Government Income
Fund, Inc....................... $56,000 $-0- $ 957,945
ACM Government Opportunity
Fund, Inc....................... $38,000 $-0- $ 616,918
ACM Managed Income Fund, Inc...... $40,000 $-0- $ 635,278
ACM Municipal Securities Income
Fund, Inc....................... $41,000 $-0- $ 726,218
ACM Managed Dollar Income Fund
Inc. ........................... $50,000 $-0- $ 591,200
Alliance World Dollar Government
Fund, Inc....................... $50,000 $-0- $ 693,871
Alliance World Dollar Government
Fund II, Inc.................... $50,000 $-0- $ 649,860
Alliance All Market Advantage
Fund, Inc....................... $35,000 $-0- $1,414,388

- -----------
* Substantially all of the fees reflected are comprised of amounts billed to
the Adviser and its affiliates. Because these fees are presented based on
each Fund's most recent fiscal year, and because the fiscal years of the
Funds overlap, the fees listed are not cumulative. In other words, the same
fee may be reflected in more than one Fund's listing.

The Boards of Directors of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF
and AWDGF II recommend that the stockholders vote "FOR" the ratification of
the selection of Ernst & Young LLP as independent accountants for their Fund.
The Board of Directors of AMA recommends that the stockholders of the Fund
vote "FOR" the ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund.

INFORMATION AS TO THE INVESTMENT ADVISER
AND THE ADMINISTRATORS OF THE FUNDS

Each Fund's investment adviser is Alliance Capital Management L.P., with
principal offices at 1345 Avenue of the Americas, New York, New York 10105.
The administrator for ACM I is Mitchell Hutchins Asset Management Inc., with
principal offices at 1285 Avenue of the Americas, New York, New York 10019.
The administrator for ACM IV, ACM VII,

AWDGF, AWDGF II and AMA is Alliance Capital Management L.P., with principal
offices at 1345 Avenue of the Americas, New York, New York 10105. Prudential
Investments Fund Management LLC, with principal offices at Gateway Center 3,
Newark, New Jersey 07102, serves as sub-administrator for ACM VII. The
administrator for ACM V and ACM VIII is Princeton Administrators, L.P., with
principal offices at 500 College Road East, Princeton, New Jersey 08540.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of each Fund and
the Directors of ACMC, among others, file with the Commission and the NYSE
initial reports of ownership and reports of changes in ownership of shares of
the Funds. For each Fund's fiscal year ended in 2000, all such reports were
timely filed.

OTHER MATTERS

Management of each Fund does not know of any matters properly to be
presented at the Meeting other than those mentioned in this Proxy Statement.
If any other matters properly come before the Meeting, the shares represented
by proxies will be voted with respect thereto in the best discretion of the
person or persons voting the proxies.

According to information filed with the Commission, as of March 7, 2000, Aon
Corporation, Aon Advisors, Inc., Combined Insurance Company of America and
Virginia Surety Company, Inc., each with an address of 123 North Wacker Drive,
Chicago, Illinois 60606, beneficially owned an aggregate of 4,635,536 shares,
or 35.5%, of the outstanding common stock of ACM IV.

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 12,
2001 for inclusion in such Fund's proxy statement and proxy card relating to
that meeting. The submission by a stockholder of a proposal for inclusion in
the proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain requirements under the federal securities
laws and the Maryland General Corporation Law and must be submitted in
accordance with each Fund's By-laws.

The persons named as proxies for the 2002 Annual Meeting of Stockholders
will with respect to the proxies in effect at the meeting have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund receives notice of the matter by December 26, 2001,
(or such earlier date as may be specified by an advance notice provision in
the Fund's By-laws). If a Fund receives such timely notice, these persons will
not have this authority except as provided in the applicable rules of the
Commission.

REPORTS TO STOCKHOLDERS

Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and, if
applicable, such Fund's subsequent semi-annual report to stockholders, upon
request and without charge. To request a copy, please call Alliance Fund
Services at (800) 227-4618 or write to Gary Beckham at Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105.

By Order of the Boards of Directors,

Edmund P. Bergan, Jr.
Secretary

February 9, 2001
New York, New York

Appendix A
AUDIT COMITTEE CHARTER
For
Registered Investment Companies in the Alliance Complex

I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to
the Company or any investment adviser, sub-adviser, administrator, sub-
administrator, custodian, principal underwriter or transfer agent that may
interfere with the exercise of his or her independence from management and
the Company and, with respect to his or her relationship to the Company,
may otherwise satisfy any applicable membership requirements of stock
exchange or Nasdaq rules, as such requirements are interpreted by the
Board of Directors in its business judgment.*

II. Purpose of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:

1. in its oversight of the Company's accounting and financial reporting
principles and policies and related controls and procedures maintained
by or an behalf of the Company;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting (or nominating the independent accountants to be proposed
for shareholder approval in any proxy statement),
- -----------
* The New York Stock Exchange's rules require that the Audit Committee
members have no relationship with the Company that may interfere with their
independence. More specifically, the standards restrict the eligibility of
people with certain relationships from membership on the Audit Committee.
Notably, a director who is an employee, including an executive officer, of
the Company or any of its affiliates may not serve on the Audit Committee
until three years after termination of the employment, and a director who
is a partner, controlling shareholder, or executive officer of an entity
that has a business relationship with the Company may not serve on the
Audit Committee unless the board of directors of the Company determines
that such relationship will not interfere with the director's independence.
The New York Stock Exchange rules also require that (i) each Audit
Committee member be financially literate and (ii) at least one member of
the Audit Committee have accounting or related financial management
expertise. Each of these qualifications is subject to the interpretation of
the Company's board of directors in its business judgment. The Company is
required to regularly provide certifications to the New York Stock Exchange
regarding its compliance with the Audit Committee rules.
The SEC's proxy rules require closed-end investment companies listed on
the NYSE or AMEX, or quoted on Nasdaq, to disclose in their proxy
statements relating to the election of directors whether the committee
members are independent under the applicable stock exchange or Nasdaq
rules, and, if not independent, the nature of the relationship and the
reasons the board appointed the non-independent director.

A-1

evaluating and, where deemed appropriate, replacing the independent
accountants; and
4. in evaluating the independence of the independent accountants.

The function of the Audit Committee is oversight. The management of the
Company, including contractually obligated service providers, are
responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and related controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent accountants are
responsible for planning and carrying out a proper audit. In fulfilling
their responsibilities hereunder, it is recognized that the members of the
Audit Committee are not full-time employees of the Company, and the
members of the Audit Committee are neither acting as, nor do they
represent themselves to be acting as, accountants, auditors or experts in
the fields of accounting or auditing. As such, in fulfilling their
oversight duties under this Charter, it is neither the duty nor the
responsibility of the Audit Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures, and
each member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the
Company that provide information to the Audit Committee and (ii) the
accuracy of the financial and other information provided to the Audit
Committee by such persons or organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Board of Directors).

The independent accountants for the Company are ultimately accountable to
the Board of Directors and the Audit Committee. The Board of Directors,
with the assistance of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent accountants (or to nominate the independent accountants to be
proposed for shareholder approval in the proxy statement).

The Audit Committee shall also be responsible for ensuring that the
independent accountants submit to the Company annually a formal written
statement delineating all relationships between the independent
accountants and the Company ("Statement as to Independence"), addressing
at least the matters set forth in Independence Standards Board Standard
No. 1. The Statement as to Independence shall also identify any audit, tax
or consulting services

A-2

to the Company's investment adviser, sub-adviser, administrator, sub-
administrator, custodian, principal underwriter or transfer agent or other
service providers, and such other investment companies advised by the
Company's investment adviser, as the Audit Committee may specify.

III. Meetings of the Audit Committee: The Audit Committee shall meet as often
as may be required to consider the matters set forth in Article IV. In
addition, the Audit Committee should meet separately at least annually
with management and the independent accountants to discuss any matters
that the Audit Committee or any of these persons or firms believe should
be discussed privately. The Audit Committee may request any officer or
employee of the Company or of any service provider, outside counsel to the
Company or to the independent directors, or representatives of the
Company's independent accountants to attend a meeting of the Audit
Committee or to meet with any members of, or consultants to, the Audit
Committee. Members of the Audit Committee may participate in a meeting of
the Audit Committee by means of conference call or similar communications
equipment by means of which all persons participating in the meeting can
hear each other.

IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following responsibilities and powers:
1. with respect to the independent accountants,

(i) to provide advice to the Board of Directors in selecting,
evaluating or replacing the independent accountants;

(ii) to review the fees charged by the independent accountants for
the performance of audit and non-audit services to the Company;

(iii) to ensure that the independent accountants prepare and deliver
annually a Statement as to Independence (it being understood
that the independent accountants are responsible for the
accuracy and completeness of this Statement), to discuss with
the independent accountants any relationships or services
disclosed in this Statement that may impact the objectivity and
independence of the Company's independent accountants and to
recommend that the Board of Directors take appropriate action
in response to this Statement to satisfy itself of the
independent accountants' independence; and

A-3

(iv) to instruct the independent accountants that the independent
accountants are ultimately accountable to the Board of Directors
and Audit Committee;
2. with respect to financial reporting principles and policies and
related controls and procedures,

(i) to advise management and the independent accountants that they
are expected to provide or cause to be provided to the Audit
Committee a timely analysis of significant financial reporting
issues and practices;

(ii) to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the
independent accountants required by generally accepted auditing
standards, as they may be modified or supplemented, including
reports and communications related to:

. deficiencies noted in the audit in the design at operation
of related controls;

. consideration of fraud in a financial statement audit;

. detection of illegal acts;

. the independent accountants' responsibility under generally
accepted auditing standards;

. significant accounting policies;

. management judgments and accounting estimates;

. adjustments recorded and unadjusted differences arising from
the audit;

. the responsibility of the independent accountants for other
information in documents containing audited financial
statements;

. disagreements with management;

. consultation by management with other independent
accountants;

. major issues discussed with management prior to retention of
the independent accountants;

. difficulties encountered with management in performing the
audit; and

. the independent accountant's judgments about the quality of
the Company's accounting principles;

A-4

(iii) to meet with management and/or the independent accountants:

. to discuss the scope of the annual audit or any audit or
review of interim financial statements;
. to discuss the audited financial statements;

. to discuss any significant matters arising from any audit or
report or communication referred to in item 2(ii) above,
whether raised by management or the independent accountants,
relating to the Company's financial statements;

. to review the opinion rendered, or the form of opinion the
independent accountants propose to render, to the Board of
Directors and shareholders;

. to discuss allocations of expenses between the Company and
other entities and, if applicable, among different series of
the Company and among different classes of shares of the
Company;

. to discuss the Company's compliance with Subchapter M and,
if applicable, Subchapter L*, of the Internal Revenue Code
of 1986, as amended;

. to discuss the Company's compliance with Rule 2a-7* of the
Investment Company Act of 1940, to the extent that such Rule
applies to the Company;

. to discuss with management and the independent accountants
their respective procedures to assess the representativeness
of securities prices provided by external pricing services;

. to discuss with independent accountants their conclusions as
to the reasonableness of procedures employed to determine
the fair value of securities for which market quotations are
not readily available, management's adherence to such
procedures and the adequacy of supporting documentation;

. to discuss with management and the independent accountants
any reports issued by independent accountants regarding the
Company's transfer, custody and accounting agents;
- -----------
*Subchapter L is relevant only to investment companies that sell their shares
to insurance company separate accounts.
* Rule 2a-7 applies only to money market funds.

A-5

. to discuss the report of the independent accountants on the
Company's system of internal accounting controls required to
be filed with the Company's Form N-SAR;

. to discuss significant changes to the Company's accounting
principles, policies, controls, procedures and practices
proposed or contemplated by management;

. to discuss significant changes to auditing principles and to
auditing policies, controls, procedures and practices
contemplated by the independent accountants;

. to inquire about significant risks and exposures, if any,
and the steps taken to monitor and minimize such risks; and

(iv) to discuss with the Company and its legal advisors any
significant legal matters that may have a material effect on the
financial statements; and

3. with respect to reporting, recommendations and other matters,

(i) to provide advice to the Board of Directors in electing the
principal accounting officer of the Company;

(ii) to provide any report required by the rules of the Securities
and Exchange Commission to be included in the Company's annual
proxy statement;*

(iii) to review this Charter at least annually and recommend any
changes to the full Board of Directors; and

(iv) to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to
the above and other matters as the Audit Committee may deem
necessary or appropriate.

V. Resources and Authority of the Audit Committee : The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage independent
accountants for special audits, reviews and other procedures and to retain
special counsel and other experts or consultants.
- -----------
* Closed-end investment companies must include in their proxy statements
relating to the election of directors a signed report of the Audit Committee
in which the Audit Committee states whether it has (i) reviewed and
discussed the audited financial statements, (ii) discussed the matters to be
discussed under SAS 61 and (iii) received from and discussed with the
independent accountants their Statement as to Independence. The report must
also include a statement as to whether, based on these three items, the
Audit Committee recommended to the board of directors the inclusion of the
audited financial statements in the Company's annual report required by
(S)30(e) of the Investment Company Act.

A-6

[This Page Intentionally Left Blank]

TABLE OF CONTENTS Page
- -------------------------------------------------------------------------------

Introduction.............................................................. 1

Proposal One: Election of Directors....................................... 4

Proposal Two: Ratification of Selection of Independent Accountants........ 11

Information as to the Investment Adviser and the Administrators of the
Funds................................................................... 14

Other Matters............................................................. 15

Submission of Proposals for the Next Annual Meeting of Stockholders....... 15

Reports to Stockholders................................................... 16

Appendix A................................................................ A-1

ACM Government Income Fund, Inc.

ACM Government Opportunity Fund, Inc.

ACM Managed Income Fund, Inc.

ACM Municipal Securities Income Fund, Inc.

ACM Managed Dollar Income Fund, Inc.

Alliance World Dollar Government Fund, Inc.

Alliance World Dollar Government Fund II, Inc.

Alliance All-Market Advantage Fund, Inc.

- --------------------------------------------------------------------------------

[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
MARCH 8, 2001

PROXY ACM GOVERNMENT INCOME FUND, INC. PROXY

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 8, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE CORPORATION

The undersigned stockholder of ACM Government Income Fund, Inc.,
a Maryland corporation (the "Corporation"), hereby instructs each
of Carol H. Rappa and Christina A. Santiago, or either of them,
as proxies for the undersigned, each with full power of
substitution, to attend the meeting of Stockholders of the
Corporation to be held at 11:00 a.m., Eastern Time, on March 8,
2001 at the offices of the Corporation, 1345 Avenue of the
Americas, 33rd Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the meeting and otherwise to represent the undersigned with all
powers possessed by the undersigned if personally present at such
meeting. The undersigned hereby acknowledges receipt of the
Notice of Meeting and accompanying Proxy Statement.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE AS REGARDS A
PARTICULAR PROPOSAL OR OTHER MATTERS, SUCH VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE
NOMINEES REFERRED TO IN PROPOSAL ONE AS DIRECTORS, "FOR" THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR THE CORPORATION (PROPOSAL TWO), "FOR"
ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING WITH RESPECT TO
ANY PROPOSAL DESCRIBED IN THE PROXY STATEMENT IN THE EVENT THAT
SUFFICIENT VOTES IN FAVOR OF THE POSITION ON SUCH PROPOSAL
RECOMMENDED BY THE BOARD OF DIRECTORS ARE NOT TIMELY RECEIVED,
AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

Please refer to the Proxy Statement for
a discussion of each of the Proposals.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE: Please sign this proxy exactly as your name(s) appear(s)
on the books of the Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature
should be that of an authorized officer who should state his or
her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

__________________________________ ____________________________

ALLIANCE GOVERNMENT INCOME FUND, INC.

Mark box at right if an address
change or comment has been noted on
the reverse side of this card. / /

Your Board of Directors urges
you to vote "FOR" the election
of all Nominees and "FOR"
Proposal Two.

Please mark votes as in this example: /X/
1. Election of Directors FOR ALL FOR ALL
NOMINEES WITHHOLD EXCEPT
/ / / / / /
Class One Nominees
(terms expire 2004):

(01) John H. Dobkin NOTE: If you do not wish your shares
(02) Clifford L. Michel voted "FOR" any particular Nominee, mark
(03) Donald J. Robinson the "For All Except" box and strike a
line through the name(s) of the
Nominee(s). Your shares will be voted
for the remaining Nominee(s).

CONTROL NUMBER:

2. Ratification of the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as the / / / / / /
independent auditors for the
Corporation for the fiscal year
ending December 31, 2001.

3. In their discretion upon any
other matters that may properly
come before the Annual Meeting
or any postponement or
adjournment thereof, as
described in the Proxy
Statement.

Please be sure to sign and date this
Proxy.

______________________________________
Stockholder sign here

______________________________________
Co-owner sign here

Date _______________, 2001

RECORD DATE SHARES:

00250209.AF8