ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC.
              ----------------------------------------------------

                             ARTICLES OF AMENDMENT

     (Changing its Name to AllianceBernstein Core Opportunities Fund, Inc.)

            AllianceBernstein Focused Growth & Income Fund, Inc., a Maryland
corporation having its principal office in Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation") certifies to the State Department of
Assessments and Taxation of Maryland that:

            FIRST: The Charter of the Corporation is hereby amended by striking
out Article SECOND and inserting in lieu thereof the following:

            SECOND: The name of the corporation (hereinafter called the
            "Corporation") is AllianceBernstein Core Opportunities Fund, Inc.

            SECOND: The amendment to the Charter of the Corporation as herein
set forth was approved by a majority of the entire Board of Directors of the
Corporation. The Charter amendment is limited to changes expressly permitted by
Section 2-605 of the Maryland General Corporation Law to be made without action
by the stockholders of the Corporation. The Corporation is registered as an
open-end investment company under the Investment Company Act of 1940.

            THIRD: This amendment to the Charter of the Corporation will be
effective on March 1, 2010, as permitted by Section 2-610.1 of the
Maryland General Corporation Law.

            IN WITNESS WHEREOF, AllianceBernstein Focused Growth and Income
Fund, Inc. has caused these Articles of Amendment to be executed in its name and
on its behalf by Robert M. Keith, President of the Corporation, and attested by
Stephen J. Laffey, the Assistant Secretary of the Corporation, this 18th day of
February, 2010. The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and states
that, to the best of his knowledge, information and belief, the matters and
facts set forth in these Articles with respect to the authorization and approval
of the amendment of the Corporation's Charter are true in all material respects,
and that this statement is made under penalties for perjury.

                                              ALLIANCEBERNSTEIN FOCUSED GROWTH &
                                              INCOME FUND, INC.

                                              By: /s/ Robert M. Keith
                                                  -------------------------
                                                  Robert M. Keith
                                                  President

ATTEST:

/s/ Stephen J. Laffey
-----------------------------
Name:  Stephen J. Laffey
Title: Assistant Secretary

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