An apparatus for gain distribution in a system comprising a plurality of distributed antennas and a total system dynamic range is disclosed. The apparatus includes means for sensing a signal level at each of the plurality of distributed antennas, means for comparing at least one of the plurality of signal levels with a dynamic range fair share threshold, and means for attenuating each of the at least one of the compared signal levels that is greater than the dynamic range fair share threshold with a gain factor that is determined in response to a remaining portion of the total system dynamic range after attenuation of other signal levels of the plurality of signal levels.