ALLIANCEBERNSTEIN DISCIPLINED VALUE FUND, INC.

                      ARTICLES SUPPLEMENTARY


     AllianceBernstein Disciplined Value Fund, Inc., a Maryland
corporation having its principal office in the City of Baltimore
(hereinafter called the "Corporation"), certifies that:

     FIRST: The Board of Directors of the Corporation hereby
increases the aggregate number of shares of capital stock that
the Corporation has authority to issue by 3,000,000,000 shares
and hereby classifies such shares as 3,000,000,000 shares of
Class R Common Stock.

     SECOND: The shares of the Class R Common Stock as so
classified by the Corporation's Board of Directors shall have the
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in Article FIFTH of
the Corporation's Charter (other than those provisions of Article
FIFTH which by their terms are applicable solely to other classes
of the Corporation's Common Stock) and shall be subject to all
provisions of the Charter relating to stock of the Corporation
generally, and those set forth as follows:

          (1) The assets attributable to the Class R Common Stock
     shall be invested in the same investment portfolio of the
     Corporation as the assets attributable to the Class A Common
     Stock, Class B Common Stock, Class C Common Stock and
     Advisor Class Common Stock.

          (2) The dividends and distributions of investment
     income and capital gains with respect to the Class R Common
     Stock shall be in such amount as may be declared from time
     to time by the Board of Directors, and such dividends and
     distributions may vary from dividends and distributions of
     investment income and capital gains with respect to the
     Class A Common Stock, Class B Common Stock, Class C Common
     Stock and Advisor Class Common Stock to reflect differing
     allocations of the expenses of the Corporation among the
     holders of the five classes and any resultant differences
     among the net asset values per share of the five classes, to
     such extent and for such purposes as the Board of Directors
     may deem appropriate. The allocation of investment income
     and losses or capital gains and losses and expenses and
     liabilities of the Corporation and of amounts distributable
     in the event of liquidation or dissolution of the
     Corporation among the Class A Common Stock, the Class B
     Common Stock, the Class C Common Stock, the Advisor Class
     Common Stock and the Class R Common Stock shall be
     determined by the Board of Directors in a manner that is
     consistent with the Investment Company Act of 1940, the
     rules and regulations thereunder, and the interpretations
     thereof, in each case as from time to time amended, modified
     or superseded.

          (3) Except as may otherwise be required by law pursuant
     to any applicable order, rule or interpretation issued by
     the Securities and Exchange Commission, or otherwise, the
     holders of the Class R Common Stock shall have (i) exclusive
     voting rights with respect to any matter submitted to a vote
     of stockholders that affects only holders of the Class R
     Common Stock, including without limitation, the provisions
     of any distribution plan adopted by the Corporation pursuant
     to Rule 12b-1 under the Investment Company Act of 1940 (a
     "Plan") applicable to Class R Common Stock and (ii) no
     voting rights with respect to the provisions of any Plan
     applicable to the Class A Common Stock, Class B Common Stock
     or Class C Common Stock or with regard to any other matter
     submitted to a vote of stockholders which does not affect
     holders of the Class R Common Stock.

     THIRD: A. Immediately before the increase in authorized
capital stock provided for herein, the total number of shares of
stock of all classes which the Corporation had authority to issue
was 12,000,000,000 shares, the par value of each class of stock
being $.001 per share, with an aggregate par value of
$12,000,000, of which 3,000,000,000 shares were classified as
shares of Class A Common Stock, 3,000,000,000 shares were
classified as shares of Class B Common Stock, 3,000,000,000
shares were classified as shares of Class C Common Stock and
3,000,000,000 shares were classified as shares of Advisor Class
Common Stock.

     B. Immediately after the increase in authorized capital
stock provided for herein, the total number of shares of stock of
all classes which the Corporation has authority to issue is
15,000,000,000 shares, the par value of each class of stock being
$.001 per share, with an aggregate par value of $15,000,000, of
which 3,000,000,000 shares are classified as shares of Class A
Common Stock, 3,000,000,000 shares are classified as shares of
Class B Common Stock, 3,000,000,000 shares are classified as
shares of Class C Common Stock, 3,000,000,000 shares are
classified as shares of Advisor Class Common Stock and
3,000,000,000 shares are classified as shares of Class R Common
Stock.

     FOURTH: The Corporation is registered as an open-end company
under the Investment Company Act of 1940.

     FIFTH: The total number of shares that the Corporation has
authority to issue has been increased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General
Corporation Law.

     SIXTH: The shares aforesaid have been duly classified by the
Corporation's Board of Directors pursuant to authority and power
contained in the Corporation's Charter.

         [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]


     IN WITNESS WHEREOF, AllianceBernstein Disciplined Value
Fund, Inc. has caused these Articles Supplementary to be executed
by its President and witnessed by its Secretary on this 31st day
of July, 2003. The President of the Corporation who signed these
Articles Supplementary acknowledges them to be the act of the
Corporation and states under the penalties of perjury that, to
the best of his knowledge, information and belief, the matters
and facts set forth herein relating to authorization and approval
hereof are true in all material respects.

                                    ALLIANCEBERNSTEIN DISCIPLINED
                                      VALUE FUND, INC.


                                    By: /s/ John D. Carifa
                                        ------------------
                                            John D. Carifa
                                            President

Witness: /s/ Edmund P. Bergan, Jr.
         ------------------------
             Edmund P. Bergan, Jr.
             Secretary

00250.0250 #414163v2