EX-99.77Q1 OTHR EXHB

AllianceBernstein Bond Fund, Inc.			Exhibit 77Q 1A

811-02383








AMENDED AND RESTATED BYLAWS
	     OF
ALLIANCEBERNSTEIN BOND FUND, INC.

________________

ARTICLE I.	Offices							1
Section 1.	Principal Office in Maryland				1
Section 2.	Other Offices						1
ARTICLE II.	Meetings of Stockholders				1
Section 1.	Place of Meeting					1
Section 2.	Annual Meetings						1
Section 3.	Notice of Stockholders Meeting				1
Section 4.	Special Meetings					2
Section 5.	Quorum							7
Section 6.	Voting							7
Section 7.	Proxies							8
Section 8.	Organization and Conduct				8
Section 9.	Record Date						9
Section 10.	Inspectors of Election					10
Section 11.	Adjournment						11
Section 12.	Advance Notice of Stockholder Nominees For Director
		and Other Stockholder Proposals				12
ARTICLE III.	Board of Directors					17
Section 1.	Number and Term						17
Section 2.	Vacancies and Newly-Created Directorships		17
Section 3.	Powers							18
Section 4.	Meetings						18
Section 5.	Regular Meetings					18
Section 6.	Special Meetings					18
Section 7.	Notice							18
Section 8.	Quorum							19
Section 9.	Voting							20
Section 10.	Organization						20
Section 11.	Telephone Meetings					20
Section 12.	Consent by Directors Without a Meeting			21
Section 13.	Surety Bonds						21
Section 14.	Reliance						21
Section 15.	Fees and Expenses					21
ARTICLE IV.	Committees						22
Section 1.	Number, Tenure and Qualifications			22
Section 2.	Powers							22
Section 3.	Meetings						22
Section 4.	Telephone Meetings					22
Section 5.	Consent by Committees without a Meeting			23
Section 6.	Vacancies						23
ARTICLE V.	Waiver of Notice					23
ARTICLE VI.	Chairman of the Board of Directors and Officers		24
Section 1.	General							24
Section 2.	Tenure of Officers					24
Section 3.	Removal and Resignation					24
Section 4.	Chairman of the Board of Directors			25
Section 5.	President and Chief Executive Officer			25
Section 6.	Vice Presidents						26
Section 7.	Secretary						26
Section 8.	Assistant Secretaries					26
Section 9.	Treasurer						27
Section 10.	Assistant Treasurers					27
ARTICLE VII.	Certificates of Stock					27
Section 1.	Certificates						27
Section 2.	Transfers when Certificates Issued			28
Section 3.	Replacement Certificate when Certificates Issued	28
Section 4.	Record Holders; Transfers Generally			29
ARTICLE VIII.	Miscellaneous						29
Section 1.	Reserves						29
Section 2.	Dividends						29
Section 3.	Capital Gains Distributions				29
Section 4.	Checks							30
Section 5.	Fiscal Year						30
Section 6.	Seal							30
Section 7.	Insurance Against Certain Liabilities			30
ARTICLE IX.	Indemnification						30
ARTICLE X.	Amendments						32

ARTICLE I.
Offices

            Section 1.   Principal Office in Maryland.  The Corporation
shall have a principal office in the City of Baltimore, State of Maryland.
            Section 2.   Other Offices.  The Corporation may have offices
also at such other places as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

ARTICLE II.
Meetings of Stockholders

            Section 1.   Place of Meeting.  Subject to Section 4(b)(4) of
this Article II, meetings of stockholders shall be held at such place as
shall be fixed from time to time by the Board of Directors.

            Section 2.   Annual Meetings.  The Corporation shall not be
required to hold an annual meeting of stockholders in any year in which
the election of directors is not required to be acted upon under the
Investment Company Act of 1940, as amended (the "1940 Act").  In the
event that the Corporation is required to hold a meeting of stockholders
to elect directors under the 1940 Act, such meeting shall be designated
the annual meeting of stockholders for that year and shall be held on a
date and at the time set by the Board of Directors in accordance with the
Maryland General Corporation Law.

            Section 3.   Notice of Stockholders Meeting.  Not less than
ten nor more than 90 days before each meeting of stockholders, the
secretary shall give to each stockholder entitled to vote at such meeting
and to each stockholder not entitled to vote who is entitled to notice
of the meeting written or printed notice stating the time and place of
the meeting and, in the case of a special meeting or as otherwise may be
required by any statute, the purpose for which the meeting is called,
either by mail, by presenting it to such stockholder personally, by
leaving it at the stockholders residence or usual place of business or
by any other means permitted by Maryland law.  If mailed, such notice
shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at the stockholders address as it appears
on the records of the Corporation, with postage thereon prepaid.

            Subject to Section 12 of this Article II, any business of
the Corporation may be transacted at an annual meeting of stockholders
without being specifically designated in the notice, except such business
as is required by any statute to be stated in such notice.  No business
shall be transacted at a special meeting of stockholders except as
specifically designated in the notice.

            Section 4.   Special Meetings. (a) Special meetings of
stockholders may be called by the chairman, the president or by the Board
of Directors and, subject to subsection (b) of this Section 4, a special
meeting of stockholders shall also be called by the secretary upon the
written request of stockholders entitled to cast not less than a majority
of all the votes entitled to be cast at such meeting.

            (b)   Stockholder Requested Special Meetings.    Any
stockholder of record seeking to have stockholders request a special
meeting shall, by sending written notice to the secretary (the "Record
Date Request Notice") by registered mail, return receipt requested,
request the Board of Directors to fix a record date to determine the
stockholders entitled to request a special meeting (the "Request Record
Date").  The Record Date Request Notice shall set forth the purpose of
the meeting and the matters proposed to be acted on at it, shall be signed
by one or more stockholders of record as of the date of signature (or
their agents duly authorized in a writing accompanying the Record Date
Request Notice), shall bear the date of signature of each such stockholder
(or such agent) and shall set forth all information relating to each such
stockholder that must be disclosed in solicitations of proxies for election
of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").  Upon receiving the Record Date Request
Notice, the Board of Directors may fix a Request Record Date.  The Request
Record Date shall not precede and shall not be more than ten days after the
close of business on the date on which the resolution fixing the Request
Record Date is adopted by the Board of Directors.  If the Board of Directors,
within ten days after the date on which a valid Record Date Request Notice
is received, fails to adopt a resolution fixing the Request Record Date,
the Request Record Date shall be the close of business on the tenth day
after the first date on which the Record Date Request Notice is received
by the secretary.

            (2)   In order for any stockholder to request a special meeting,
one or more written requests for a special meeting signed by stockholders
of record (or their agents duly authorized in a writing accompanying the
request) as of the Request Record Date entitled to cast not less than a
majority (the "Special Meeting Percentage") of all of the votes entitled
to be cast at such meeting (the "Special Meeting Request") shall be
delivered to the secretary.  In addition, the Special Meeting Request
(a) shall set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to those lawful matters set
forth in the Record Date Request Notice received by the secretary), (b)
shall bear the date of signature of each such stockholder (or such agent)
signing the Special Meeting Request, (c) shall set forth the name and
address, as they appear in the Corporations books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is
signed) and the class, series and number of all shares of stock of the
Corporation which are owned by each such stockholder, and the nominee
holder for, and number of, shares owned by such stockholder beneficially
but not of record, (d) shall be sent to the secretary by registered mail,
return receipt requested, and (e) shall be received by the secretary within
60 days after the Request Record Date.  Any requesting stockholder (or
agent duly authorized in a writing accompanying the revocation or the
Special Meeting Request) may revoke his, her or its request for a special
meeting at any time by written revocation delivered to the secretary.

            (3)   The secretary shall inform the requesting stockholders
of the reasonably estimated cost of preparing and mailing the notice of
meeting (including the Corporations proxy materials).  The secretary shall
not be required to call a special meeting upon stockholder request and
such meeting shall not be held unless, in addition to the documents required
by paragraph (2) of this Section 4(b), the secretary receives payment of
such reasonably estimated cost prior to the mailing of any notice of the
meeting.

            (4)   Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated
by the chairman of the Board of Directors of Directors, the president,
the chief executive officer or the Board of Directors, whoever has called
the meeting.  In the case of any special meeting called by the secretary
upon the request of stockholders (a "Stockholder Requested Meeting"),
such meeting shall be held at such place, date and time as may be designated
by the Board of Directors; provided, however, that the date of any
Stockholder Requested Meeting shall be not more than 90 days after the
record date for such meeting (the "Meeting Record Date"); and provided
further that if the Board of Directors fails to designate, within ten
days after the date that a valid Special Meeting Request is actually
received by the secretary (the "Delivery Date"), a date and time for a
Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 90th day after the Meeting Record Date or, if such 90th
day is not a Business Day (as defined below), on the first preceding
Business Day; and provided further that in the event that the Board of
Directors fails to designate a place for a Stockholder Requested Meeting
within ten days after the Delivery Date, then such meeting shall be held
at the principal executive office of the Corporation.  In fixing a date for
any special meeting, the chairman of the Board of Directors, the president,
the chief executive officer or the Board of Directors may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters
to be considered, the facts and circumstances surrounding any request for
the meeting and any plan of the Board of Directors to call an annual meeting
or a special meeting.  In the case of any Stockholder Requested Meeting, if
the Board of Directors fails to fix a Meeting Record Date that is a date
within 30 days after the Delivery Date, then the close of business on the
30th day after the Delivery Date shall be the Meeting Record Date.  The
Board of Directors may revoke the notice for any Stockholder Requested
Meeting in the event that the requesting stockholders fail to comply with
the provisions of paragraph (3) of this Section 4(b).

            (5)   If written revocations of requests for the special
meeting have been delivered to the secretary and the result is that
stockholders of record (or their agents duly authorized in writing),
as of the Request Record Date, entitled to cast less than the Special
Meeting Percentage have delivered, and not revoked, requests for a special
meeting to the secretary, the secretary shall: (i) if the notice of meeting
has not already been mailed, refrain from mailing the notice of the meeting
and send to all requesting stockholders who have not revoked such requests
written notice of any revocation of a request for the special meeting, or
(ii) if the notice of meeting has been mailed and if the secretary first
sends to all requesting stockholders who have not revoked requests for a
special meeting written notice of any revocation of a request for the
special meeting and written notice of the secretarys intention to revoke
the notice of the meeting, revoke the notice of the meeting at any time
before ten days before the commencement of the meeting.  Any request for
a special meeting received after a revocation by the secretary of a notice
of a meeting shall be considered a request for a new special meeting.

            (6)   The Board of Directors, the chairman of the board,
the president or the chief executive officer may appoint independent
inspectors of elections to act as the agent of the Corporation for the
purpose of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the secretary.  For
the purpose of permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the secretary
until the earlier of (i) five Business Days after receipt by the secretary
of such purported request and (ii) such date as the independent inspectors
certify to the Corporation that the valid requests received by the
secretary represent at least the Special Meeting Percentage.  Nothing
contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five
Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation
with respect thereto, and the seeking of injunctive relief in such
litigation).

            (7)   For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or other day on which banking
institutions in the State of New York are authorized or obligated by law
or executive order to close.

            Section 5.   Quorum.  At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast one-third
of all the votes entitled to be cast at such meeting on any matter shall
constitute a quorum, except with respect to any matter which, under
applicable statutes or regulatory requirements, requires approval by a
separate vote of one or more classes of stock, in which case the presence
in person or by proxy of the holders of one-third of the shares of stock
of each class required to vote as a class on the matter shall constitute
a quorum.

            The stockholders present either in person or by proxy, at a
meeting which has been duly called and convened, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
            This Section 5 shall not affect any requirement under any
statute or the charter of the Corporation (the "Charter") for the vote
necessary for the adoption of any measure.

            Section 6.   Voting.  When a quorum is present at any meeting,
the affirmative vote of a majority of the votes cast, or, with respect to
any matter requiring a class vote, the affirmative vote of a majority of
the votes cast of each class entitled to vote as a class on the matter,
shall decide any question brought before such meeting (except that
directors may be elected by the affirmative vote of a plurality of the
votes cast), unless the question is one upon which by express provision
of the 1940 Act, or other statutes or rules or orders of the Securities
and Exchange Commission or any successor thereto or of the Charter a
different vote is required, in which case such express provision shall
govern and control the decision of such question.

            Section 7.   Proxies.  A stockholder may cast the votes
entitled to be cast by the shares of stock owned of record by the
stockholder in person or by proxy executed by the stockholder or by the
stockholders duly authorized agent in any manner permitted by law.  Such
proxy or evidence of authorization of such proxy shall be filed with the
secretary of the Corporation before or at the meeting.  No proxy shall be
valid more than eleven months after its date unless otherwise provided in
the proxy.

            Section 8.   Organization and Conduct.  Every meeting of
stockholders shall be conducted by an individual appointed by the Board
of Directors to be chairman of the meeting or, in the absence of such
appointment, by the chairman of the Board of Directors or, in the case
of a vacancy in the office or absence of the chairman of the Board of
Directors, by one of the following officers present at the meeting:  the
vice chairman of the Board of Directors, if there be one, the president,
the vice presidents, or secretary in their order of rank and seniority,
or, in the absence of such officers, a chairman chosen by the stockholders
by the vote of a majority of the votes cast by stockholders present in
person or by proxy.  The secretary, or, in the secretarys absence, an
assistant secretary, or in the absence of both the secretary and assistant
secretaries, an individual appointed by the Board of Directors or, in the
absence of such appointment, an individual appointed by the chairman of
the meeting shall act as secretary.  In the event that the secretary
presides at a meeting of the stockholders, an assistant secretary, or in
the absence of assistant secretaries, an individual appointed by the Board
of Directors or the chairman of the meeting, shall record the minutes of
the meeting.  The order of business and all other matters of procedure
at any meeting of stockholders shall be determined by the chairman of the
meeting.  The chairman of the meeting may prescribe such rules, regulations
and procedures and take such action as, in the discretion of such chairman,
are appropriate for the proper conduct of the meeting, including, without
limitation, (a) restricting admission to the time set for the commencement
of the meeting; (b) limiting attendance at the meeting to stockholders of
record of the Corporation, their duly authorized proxies and other such
individuals as the chairman of the meeting may determine; (c) limiting
participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized
proxies and other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or comments by
participants; (e) determining when the polls should be opened and closed;
(f) maintaining order and security at the meeting; (g) removing any
stockholder or any other individual who refuses to comply with meeting
procedures, rules or guidelines as set forth by the chairman of the
meeting; and (h) concluding the meeting or recessing or adjourning the
meeting to a later date and time and at a place announced at the meeting.
Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules
of parliamentary procedure.

            Section 9.   Record Date.  Subject to Section 4 of this
Article II, in order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date which shall be not more than ninety days and,
in the case of a meeting of stockholders, not less than ten days prior
to the date on which the particular action requiring such determination
of stockholders is to be taken.  In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books shall be
closed for a stated period but not longer than 20 days.  If the stock
transfer books are closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for at least ten days before the date of such meeting.

            If no record date is fixed and the stock transfer books are
not closed for the determination of stockholders, (a) the record date
for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the
day on which the notice of meeting is mailed or the 30th day before the
meeting, whichever is the closer date to the meeting; and (b) the record
date for the determination of stockholders entitled to receive payment
of a dividend or an allotment of any other rights shall be the close of
business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.

            When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books
and the stated period of closing has expired or (ii) the meeting is
adjourned to a date more than 120 days after the record date fixed for
the original meeting, in either of which case a new record date shall
be determined as set forth herein.

            Section 10.   Inspectors of Election.  The Board of Directors,
in advance of any meeting, may, but need not, appoint one or more
individual inspectors or one or more entities that designate individuals
as inspectors to act at the meeting or any adjournment thereof.  If an
inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors.  In case any
person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in
advance of the meeting or at the meeting by the chairman of the meeting.
The inspectors, if any, shall determine the number of shares outstanding
and the voting power of each, the number of shares present at the meeting
in person or by proxy, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to
all stockholders.  Each such report shall be in writing and signed by him
or her or by a majority of them if there is more than one inspector acting
at such meeting.  If there is more than one inspector, the report of a
majority shall be the report of the inspectors.  The report of the inspector
or inspectors on the number of shares represented at the meeting and the
results of the voting shall be prima facie evidence thereof.

            Section 11.   Adjournment.  Any meeting of the stockholders
may be adjourned from time to time, without notice other than by
announcement at the meeting at which the adjournment was taken.  In
the absence of a quorum, the chairman of the meeting or the stockholders
present in person or by proxy, by majority of votes cast and without
notice other than by announcement at the meeting, may adjourn the meeting
from time to time.  At any adjourned meeting at which a quorum shall be
present, any action may be taken that could have been taken at the meeting
originally called.  A meeting of the stockholders may not be adjourned
without further notice to a date more than 120 (one hundred and twenty)
days after the original record date determined pursuant to Section 9 of
this Article II.

            Section 12.   Advance Notice of Stockholder Nominees For
Director and Other Stockholder Proposals.

            (a)   Annual Meetings of Stockholders.   (1) Nominations of
individuals for election to the Board of Directors and the proposal of
other business to be considered by the stockholders may be made at an
annual meeting of stockholders (i) pursuant to the Corporations notice
of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any stockholder of the Corporation who was a stockholder of
record both at the time of giving of notice by the stockholder as
provided for in this Section 12(a) and at the time of the annual meeting,
who is entitled to vote at the meeting and who has complied with this
Section 12(a).

            (2)   For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 12, the stockholder must have
given timely notice thereof in writing to the secretary of the Corporation
and such other business must otherwise be a proper matter for action by
the stockholders.  In any year in which an annual meeting of stockholders
is to be held, to be timely, a stockholders notice shall set forth all
information required under this Section 12 and shall be delivered to the
secretary at the principal executive office of the Corporation not earlier
than the 150th day prior to the anniversary of the Date of Mailing of the
Notice (as defined herein) for the preceding annual meeting nor later than
5:00 p.m., Eastern Time, on the 120th day prior to the anniversary of the
Date of Mailing of the Notice for the preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced
or delayed by more than 30 days from the anniversary of the date of the
preceding annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 150th day prior to the date of such
annual meeting and not later than 5:00 p.m., Eastern Time, on the later
of the 120th day prior to the date of such annual meeting or the tenth
day following the day on which public announcement of the date of such
meeting is first made.  The public announcement of a postponement or
adjournment of an annual meeting shall not commence a new time period for
the giving of a stockholders notice as described above.  Such stockholders
notice shall set forth (i) as to each individual whom the stockholder
proposes to nominate for election or reelection as a director, (A) the
name, age, business address and residence address of such individual,
(B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual, (C) the
date such shares were acquired and the investment intent of such
acquisition, (D) whether such stockholder believes any such individual
is, or is not, an "interested person" of the Corporation, as defined in
the 1940 Act and information regarding such individual that is sufficient,
in the discretion of the Board of Directors or any committee thereof or
any authorized officer of the Corporation, to make such determination
and (E) all other information relating to such individual that is required
to be disclosed in solicitations of proxies for election of directors in
an election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A (or any
successor provision) under the Exchange Act and the rules thereunder
(including such individuals written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before
the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such business
of such stockholder and any Stockholder Associated Person (as defined
below), individually or in the aggregate, including any anticipated
benefit to the stockholder and the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice and any Stockholder
Associated Person, the class, series and number of all shares of stock
of the Corporation which are owned by such stockholder and by such
Stockholder Associated Person, if any, and the nominee holder for, and
number of, shares owned beneficially but not of record by such stockholder
and by any such Stockholder Associated Person; (iv) as to the stockholder
giving the notice and any Stockholder Associated Person covered by clauses
(ii) or (iii) of this paragraph (2) of this Section 12(a), the name and
address of such stockholder, as they appear on the Corporations stock l
edger and current name and address, if different, and of such Stockholder
Associated Person; and (v) to the extent known by the stockholder giving
the notice, the name and address of any other stockholder supporting the
nominee for election or reelection as a director or the proposal of other
business on the date of such stockholders notice.

            (3)   In any year an annual meeting of the stockholders is to
be held, notwithstanding anything in this subsection (a) of this Section
12 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement of such action at least 130 days prior to the anniversary
date of the mailing date of the notice of the preceding annual meeting,
a stockholders notice required by this Section 12(a) shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
secretary at the principal executive office of the Corporation not
later than 5:00 p.m., Eastern Time, on the tenth day following the
day on which such public announcement is first made by the Corporation.

            (4)   For purposes of this Section 12, "Stockholder
Associated Person" of any stockholder shall mean (i) any person
controlling, directly or indirectly, or acting in concert with, such
stockholder, (ii) any beneficial owner of shares of stock of the
Corporation owned of record or beneficially by such stockholder and
(iii) any person controlling, controlled by or under common control
with such Stockholder Associated Person.

            (b)   Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporations notice of
meeting.  Nominations of individuals for election to the Board of
Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporations notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors
shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving
of notice provided for in this Section 12 and at the time of the special
meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 12.  In the event the
Corporation calls a special meeting of stockholders for the purpose
of electing one or more individuals to the Board of Directors, any
such stockholder may nominate an individual or individuals (as the
case may be) for election as a director as specified in the
Corporations notice of meeting, if the stockholders notice required
by paragraph (2) of this Section 12(a) shall be delivered to the
secretary at the principal executive office of the Corporation not
earlier than the 150th day prior to such special meeting and not later
than 5:00 p.m., Eastern Time, on the later of the 120th day prior to
such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting.  The public announcement of a postponement or adjournment of
a special meeting shall not commence a new time period for the giving
of a stockholders notice as described above.

            (c)   General. (1) Upon written request by the secretary
or the Board of Directors or any committee thereof, any stockholder
proposing a nominee for election as a director or any proposal for
other business at a meeting of stockholders shall provide, within
five Business Days of delivery of such request (or such other period
as may be specified in such request), written verification, satisfactory,
in the discretion of the Board of Directors or any committee thereof or
any authorized officer of the Corporation, to demonstrate the accuracy
of any information submitted by the stockholder pursuant to this Section
12.  If a stockholder fails to provide such written verification within
such period, the information as to which written verification was
requested may be deemed not to have been provided in accordance with
this Section 12.

            (2)   Only such individuals who are nominated in accordance
with this Section 12 shall be eligible for election by stockholders as
directors, and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with this Section 12.  The chairman of the meeting shall have the power
to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be,
in accordance with this Section 12.

            (3)   For purposes of this Section 12, (a) the "Date of
Mailing of the Notice" for the preceding annual meeting shall mean the
date of the Corporation's proxy statement released to stockholders in
connection with the preceding annual meeting and (b) "public
announcement" shall mean disclosure (i) in a press release reported
by the Dow Jones News Service, Associated Press, Business Wire, PR
Newswire or comparable news service or (ii) in a document publicly
filed by the Corporation with the Securities and Exchange Commission
pursuant to the Exchange Act or the 1940 Act.

            (4)   Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 12.  Nothing in this Section 12 shall be deemed to affect any
right of a stockholder to request inclusion of a proposal in, nor the
right of the Corporation to omit a proposal from, the Corporations proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.

ARTICLE III.
Board of Directors

            Section 1.   Number and Term. (a) The number of directors
constituting the entire Board of Directors may be increased or decreased
from time to time by the vote of a majority of the entire Board of
Directors within the limits permitted by law but at no time may be more
than twenty; provided, however, the tenure of office of a director in
office at the time of any decrease in the number of directors shall not
be affected as a result thereof.  Directors shall be elected to hold
office at the annual meeting of stockholders, except as provided in
Section 2 of this Article III, and each director shall hold office until
the next annual meeting of stockholders and until his or her successor
is elected and qualifies.  Any director may resign at any time upon
written notice to the Corporation.

            (b)   Qualifications.  Directors need not be stockholders.

            Section 2.   Vacancies and Newly-Created Directorships.
Any vacancy occurring in the Board of Directors for any cause other
than by reason of an increase in the number of directors may be filled
by a majority of the remaining members of the Board of Directors
although such majority is less than a quorum.  Any vacancy occurring
by reason of an increase in the number of directors may be filled by a
majority of the entire Board of Directors then in office.  A director
elected by the Board of Directors to fill a vacancy shall be elected to
hold office until the next annual meeting of stockholders and until his
or her successor is elected and qualifies.

            Section 3.   Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board
of Directors.  All powers of the Corporation may be exercised by or
under the authority of the Board of Directors except as conferred on
or reserved to the stockholders by law, by the Charter or these Bylaws.

            Section 4.   Meetings.  The Board of Directors may hold
regular and special meetings.

            Section 5.   Regular Meetings.  The Board of Directors may
provide, by resolution, the time and place for the holding of regular
meetings of the Board of Directors without other notice than such
resolution.

            Section 6.   Special Meetings.  Special meetings of the Board
of Directors may be called by or at the request of the chairman of the
Board of Directors, the chief executive officer, the president or by a
majority of the directors then in office.  The person or persons
authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of
Directors called by them.  The Board of Directors may provide, by
resolution, the time and place for the holding of special meetings
of the Board of Directors without other notice than such resolution.

            Section 7.   Notice.  Notice of any special meeting of the
Board of Directors shall be delivered personally or by telephone,
electronic mail, facsimile transmission, United States mail or courier
to each director at his or her business or residence address.  Notice
by personal delivery, telephone, electronic mail or facsimile
transmission shall be given at least 24 hours prior to the meeting.
Notice by United States mail shall be given at least three days prior
to the meeting.  Notice by courier shall be given at least two days
prior to the meeting.  Telephone notice shall be deemed to be given when
the director or his or her agent is personally given such notice in a
telephone call to which the director or his or her agent is a party.
Electronic mail notice shall be deemed to be given upon transmission of
the message to the electronic mail address given to the Corporation by
the director.  Facsimile transmission notice shall be deemed to be given
upon completion of the transmission of the message to the number given
to the Corporation by the director and receipt of a completed answer-back
indicating receipt.  Notice by United States mail shall be deemed to be
given when deposited in the United States mail properly addressed, with
postage thereon prepaid.  Notice by courier shall be deemed to be given
when deposited with or delivered to a courier properly addressed.
Neither the business to be transacted at, nor the purpose of, any annual,
 regular or special meeting of the Board of Directors need be stated in
the notice, unless specifically required by statute or these Bylaws.

            Section 8.   Quorum.  The greater of two or one-third of the
directors shall constitute a quorum for transaction of business at any
meeting of the Board of Directors, provided that, if less than a quorum
of such directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice,
and provided further that if, pursuant to applicable law, the Charter or
these Bylaws, the vote of a majority of a particular group of directors
is required for action, a quorum must also include a majority of such
group.

            The directors present at a meeting which has been duly
called and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.

            Section 9.   Voting.  The action of the majority of the
directors present at a meeting at which a quorum is present shall be
the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable law, the Charter
or these Bylaws.  If enough directors have withdrawn from a meeting to
leave less than a quorum but the meeting is not adjourned, the action
of the majority of that number of directors necessary to constitute a
quorum at such meeting shall be the action of the Board of Directors,
unless the concurrence of a greater proportion is required for such
action by applicable law, the Charter or these Bylaws.

            Section 10.   Organization.  At each meeting of the Board
of Directors, the chairman of the Board of Directors or, in the absence
of the chairman, the vice chairman of the Board of Directors, if any,
shall act as chairman of the meeting.  In the absence of both the
chairman and vice chairman of the Board of Directors, the chief executive
officer or in the absence of the chief executive officer, the president
or in the absence of the president, a director chosen by a majority of
the directors present, shall act as chairman of the meeting.  The
secretary or, in his or her absence, an assistant secretary of the
Corporation, or in the absence of the secretary and all assistant
secretaries, a person appointed by the chairman of the meeting, shall
act as secretary of the meeting.

            Section 11.   Telephone Meetings.  Directors may participate
in a meeting by means of a conference telephone or other communications
equipment if all persons participating in the meeting can hear each
other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

            Section 12.   Consent by Directors Without a Meeting.  Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if a consent to such action
is given in writing or by electronic transmission by each director and
is filed with the minutes of proceedings of the Board of Directors.

            Section 13.   Surety Bonds.  Unless required by law, no
director shall be obligated to give any bond or surety or other security
for the performance of any of his or her duties.

            Section 14.   Reliance.  Each director, officer, employee
and agent of the Corporation shall, in the performance of his or her
duties with respect to the Corporation, be fully justified and protected
with regard to any act or failure to act in reliance in good faith upon
the books of account or other records of the Corporation, upon an opinion
of counsel or upon reports made to the Corporation by any of its officers
or employees or by the adviser, accountants, appraisers or other experts
or consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.

            Section 15.   Fees and Expenses.  The directors may be paid
their expenses of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board
of Directors, a stated salary as director or such other compensation as
the Board of Directors may approve.  No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be
allowed like reimbursement and compensation for attending committee
meetings.

ARTICLE IV.
Committees

            Section 1.   Number, Tenure and Qualifications.  The Board
of Directors may appoint from among its members an Executive Committee
and other committees, composed of one or more directors and one or more
alternate members as the Board of Directors shall designate, to serve
at the pleasure of the Board of Directors.

            Section 2.   Powers.  The Board of Directors may delegate
to committees appointed under Section 1 of this Article any of the
powers of the Board of Directors, except as prohibited by law.

            Section 3.   Meetings.  Notice of committee meetings shall
be given in the same manner as notice for special meetings of the Board
of Directors.  A majority of the members or alternate members of the
committees shall constitute a quorum for the transaction of business
at any meeting of the committee.  The act of a majority of the committee
members or alternate members present at a meeting shall be the act of
such committee.  The Board of Directors may designate a chairman of any
committee, and such chairman or, in the absence of a chairman, any two
members of any committee (if there are at least two members of the
Committee) may fix the time and place of its meeting unless the Board
shall otherwise provide.  In the absence of any member of any such
committee, the members or alternate members thereof present at any
meeting, whether or not they constitute a quorum, may appoint another
director to act in the place of such absent member.  Each committee
shall keep minutes of its proceedings.

            Section 4.   Telephone Meetings.  Members or alternate
members of a committee of the Board of Directors may participate in a
meeting by means of a conference telephone or other communications
equipment if all persons participating in the meeting can hear each
other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

            Section 5.   Consent by Committees without a Meeting.  Any
action required or permitted to be taken at any meeting of a committee
of the Board of Directors may be taken without a meeting, if a consent
in writing or by electronic transmission to such action is given by each
member or alternate member of the committee and is filed with the minutes
of proceedings of such committee.

            Section 6.   Vacancies.  Subject to the provisions hereof,
the Board of Directors shall have the power at any time to change the
membership of any committee, to fill all vacancies, to designate
alternate members to replace any absent or disqualified member or to
dissolve any such committee.

ARTICLE V.
Waiver of Notice

            Whenever any notice is required to be given under the
provisions of the statutes, of the Charter or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
the equivalent of notice and such waiver shall be filed with the records
of the meeting.  Neither the business to be transacted at nor the purpose
of any meeting need be set forth in the waiver of notice, unless
specifically required by statute.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.

ARTICLE VI.
Chairman of the Board of Directors and Officers

            Section 1.   General.  The officers of the Corporation
shall include a president, a secretary and a treasurer and may include
a chief executive officer, one or more vice presidents, a chief
operating officer, a chief financial officer, one or more assistant
secretaries and one or more assistant treasurers.  In addition, the Board
of Directors may from time to time elect such other officers with such
powers and duties as they shall deem necessary or desirable.  The
officers of the Corporation shall be elected annually by the Board of
Directors, except that the chief executive officer or president may
from time to time appoint one or more vice presidents, assistant
secretaries and assistant treasurers or other officers.  Any two or more
offices except president and vice president may be held by the same
person.  However, no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by
law to be executed, acknowledged or verified by two or more officers.
Election of an officer or appointment of an agent shall not of itself
create contract rights between the Corporation and such officer or
agent.

            Section 2.   Tenure of Officers.  Each officer shall hold his
or her office until his or her successor is elected and qualifies or
until his or her earlier resignation or removal as provided herein.

            Section 3.   Removal and Resignation.  Any officer of the
Corporation may resign at any time by giving written notice of his or
her resignation to the Board of Directors, the chairman of the Board of
Directors, the president or the secretary.  Any resignation shall take
effect immediately upon its receipt or at such later time specified in
the notice of resignation.  The acceptance of a resignation shall not
be necessary to make it effective unless otherwise stated in the
resignation.  Such resignation shall be without prejudice to the
contract rights, if any, of the Corporation.  Any officer or agent of
the Corporation may be removed at any time by the Board of Directors
if, in its judgment, the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.  Any vacancy
occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

            Section 4.   Chairman of the Board of Directors.  The
chairman of the Board of Directors shall be designated by the Board
of Directors and shall preside at all meetings of the stockholders and
of the Board of the Directors.  The chairman shall have such other
duties and powers as may be determined by the Board of Directors from
time to time.  The chairman shall not be an officer of the Corporation
except as otherwise determined by resolution of the Board of Directors
or amendment of these Bylaws.

            Section 5.   President and Chief Executive Officer.  The
president shall, in the absence of the chairman of the Board of
Directors, preside at all meetings of the stockholders or of the Board
of Directors.  The president or such officer as has been determined by
the Directors shall be the chief executive officer.  The president
and/or chief executive officer shall have general responsibility for
implementation of the policies of the Corporation, as determined by
the Board of Directors, and for the management of the business and
affairs of the Corporation.  He or she shall execute on behalf of the
Corporation, and may affix the seal or cause the seal to be affixed to,
all instruments requiring such execution except to the extent that
signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

            Section 6.   Vice Presidents.  The vice presidents shall
act under the direction of the president and in the absence or
disability of the president shall perform the duties and exercise the
powers of the president.  They shall perform such other duties and have
such other powers as the president or the Board of Directors may from
time to time prescribe.  The Board of Directors may designate one or
more executive vice presidents or may otherwise specify the order of
seniority of the vice presidents and, in that event, the duties and
powers of the president shall descend to the vice presidents in the
specified order of seniority.

            Section 7.   Secretary.  The secretary shall act under the
direction of the president.  Subject to the direction of the president
he or she shall attend all meetings of the Board of Directors and all
meetings of stockholders and record the proceedings in a book to be
kept for that purpose and shall perform like duties for the committees
designated by the Board of Directors when required.  He or she shall
give, or cause to be given, notice of all meetings of stockholders
and special meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the president or the Board of
Directors.  He or she shall keep in safe custody the seal of the
Corporation and shall affix the seal or cause it to be affixed to
any instrument requiring it.

            Section 8.   Assistant Secretaries.  The assistant
secretaries in the order of their seniority, unless otherwise determined
by the president or the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers
of the secretary.  They shall perform such other duties and have such
other powers as the president or the Board of Directors may from time
to time prescribe.

            Section 9.   Treasurer.  The treasurer shall act under the
direction of the president.  Subject to the direction of the president
he or she shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors.
He or she shall disburse the funds of the Corporation as may be ordered
by the president or the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the president and the Board of
Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as treasurer and
of the financial condition of the Corporation.

            Section 10.   Assistant Treasurers.  The assistant
treasurers in the order of their seniority, unless otherwise determined
by the president or the Board of Directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers
of the treasurer.  They shall perform such other duties and have such
other powers as the president or the Board of Directors may from time
to time prescribe.

ARTICLE VII.
Certificates of Stock

            Section 1.   Certificates.  Except as may be otherwise
provided by the Board of Directors, stockholders of the Corporation
are not entitled to certificates representing the shares of stock held
by them.  In the event that the Corporation issues shares of stock
represented by certificates, such certificates shall be signed by the
officers of the Corporation in the manner permitted by the Maryland
General Corporation Law (the "MGCL") and contain the statements and
information required by the MGCL.  In the event that the Corporation
issues shares of stock without certificates, the Corporation shall
provide to record holders of such shares a written statement of the
information required by the MGCL to be included on stock certificates.

            Section 2.   Transfers when Certificates Issued.  Subject
to any determination of the Board of Directors pursuant to Section 1
of this Article, upon surrender to the Corporation or the transfer
agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, the Corporation shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction
upon its books.

            Section 3.   Replacement Certificate when Certificates
Issued.  Subject to any determination of the Board of Directors
pursuant to Section 1 of this Article, the president, the secretary,
the treasurer or any officer designated by the Board of Directors may
direct a new certificate to be issued in place of any certificate
previously issued by the Corporation alleged to have been lost, stolen
or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed.  When
authorizing the issuance of a new certificate, an officer designated by
the Board of Directors may, in his or her discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or the owners legal representative to
advertise the same in such manner as he or she or she shall require
and/or to give bond, with sufficient surety, to the Corporation to i
ndemnify it against any loss or claim which may arise as a result of
the issuance of a new certificate.

            Section 4.   Record Holders; Transfers Generally.  The
Corporation shall be entitled to treat the holder of record of any share
of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such
share or on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the
laws of the State of Maryland.

            Transfers of shares of any class of stock will be subject
in all respects to the Charter and all of the terms and conditions
contained therein.

ARTICLE VIII.
Miscellaneous

            Section 1.   Reserves.  There may be set aside out of any
funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for such
other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or
abolish any such reserve.

            Section 2.   Dividends.  Dividends upon the stock of the
Corporation may, subject to the provisions of the Charter and of
applicable law, be authorized by the Board of Directors and declared
by the Corporation at any time.

            Section 3.   Capital Gains Distributions.  The amount and
number of capital gains distributions paid to the stockholders during
each fiscal year shall be determined by the Board of Directors.  Each
such payment shall be accompanied by a statement as to the source of
such payment, to the extent required by law.

            Section 4.   Checks.  All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to
time designate.

            Section 5.   Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

            Section 6.   Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Maryland."  The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in another
manner reproduced.  Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place
the word (SEAL) adjacent to the signature of the person authorized to
execute the document on behalf of the Corporation.

            Section 7.   Insurance Against Certain Liabilities.  The
Corporation may obtain liability insurance for its directors and officers
to the extent permitted by the 1940 Act.

ARTICLE IX.
Indemnification

            To the maximum extent permitted by Maryland law in effect
from time to time, the Corporation shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance
of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Corporation and who is
made or threatened to be made a party to the proceeding by reason of
his or her service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at the request of
the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity.  The
Corporation may, with the approval of its Board of Directors or any
duly authorized committee thereof, provide such indemnification and
advance for expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above
and to any employee or agent of the Corporation or a predecessor of
the Corporation.  The termination of any claim, action, suit or other
proceeding involving any person, by judgment, settlement (whether with
or without court approval) or conviction or upon a plea of guilty or
nolo contendere, or its equivalent, shall not create a presumption that
such person did not meet the standards of conduct required for
indemnification or payment of expenses to be required or permitted under
Maryland law, these Bylaws or the Charter.  Any indemnification or
advance of expenses made pursuant to this Article shall be subject to
applicable requirements of the 1940 Act.  The indemnification and payment
of expenses provided in these Bylaws shall not be deemed exclusive of or
limit in any way other rights to which any person seeking indemnification
or payment of expenses may be or may become entitled under any bylaw,
regulation, insurance, agreement or otherwise.

            Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or Charter
inconsistent with this Article, shall apply to or affect in any respect
the applicability of the preceding paragraph with respect to any act
or failure to act which occurred prior to such amendment, repeal or
adoption.


ARTICLE X.
Amendments

            The Board of Directors shall have the exclusive power to
make, alter and repeal Bylaws of the Corporation.

EX-99.77E LEGAL

AllianceBernstein Bond Fund
March-06

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and
Exchange Commission (SEC) and the Office of New York Attorney General
(NYAG) have been investigating practices in the mutual fund industry
identified as market timing and late trading of mutual fund shares.
Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have
requested that the Adviser provide information to them.
The Adviser has been cooperating and will continue to cooperate with
all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms
with the SEC and the NYAG for the resolution of regulatory claims
relating to the practice of market timing mutual fund shares in some of
the AllianceBernstein Mutual Funds. The agreement with the SEC is
reflected in an Order of the Commission (SEC Order). The agreement
with the NYAG is memorialized in an Assurance of Discontinuance dated
September 1, 2004 (NYAG Order).  Among the key provisions of these
agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the Reimbursement
Fund) to compensate mutual fund shareholders for the adverse
effects of market timing attributable to market timing relationships
described in the SEC Order. According to the SEC Order, the Reimbursement
Fund is to be paid, in order of priority, to fund investors based
on (i) their aliquot share of losses suffered by the fund due to market
timing, and (ii) a proportionate share of advisory fees paid by such fund
during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some
of the AllianceBernstein long-term, open-end retail funds until December
31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Advisers registered investment company clients,
including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its
advisory fee. On September 7, 2004, the Funds investment advisory
agreement was amended to reflect the reduced advisory fee at the annual
rate for AllianceBernstein Bond Fund U.S. Government Portfolio at .45%
of the first $2.5 billion, .40% of the next $2.5 billion and .35% in
excess of $5 billion, AllianceBernstein Bond Fund Corporate Bond Portfolio
at the annual rate of .50% of the first $2.5 billion, .45% of the next
$2.5 billion and .40% in excess of $5 billion, of the average daily net
assets of each Portfolio.

A special committee of the Advisers Board of Directors, comprised of the
members of the Advisers Audit Committee and the other independent member
of the Advisers Board, is continuing to direct and oversee an internal
investigation and a comprehensive review of the facts and circumstances
relevant to the SECs and the NYAGs investigations.

In addition, the Independent Directors of the Fund (the Independent
Directors) have initiated an investigation of the above-mentioned matters
with the advice of an independent economic consultant and independent
counsel. The Independent Directors have formed a special committee to
supervise the investigation.

On October 2, 2003, a purported class action complaint entitled Hindo,
et al. v.  AllianceBernstein Growth & Income Fund, et al. (Hindo
Complaint) was filed against the Adviser, Alliance Capital Management
Holding L.P. (Alliance Holding), Alliance Capital Management Corporation,
AXA Financial, Inc., the AllianceBernstein Funds, certain officers of
the Adviser (Alliance defendants), and certain other defendants not
affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo
Complaint was filed in the United States District Court for the Southern
District of New York by alleged shareholders of two of the
AllianceBernstein Funds. The Hindo Complaint alleges that certain of the
Alliance defendants failed to disclose that they improperly allowed
certain hedge funds and other unidentified parties to engage in late
trading and market timing of AllianceBernstein Fund securities, violating
Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of
the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs
seek an unspecified amount of compensatory damages and rescission of
their contracts with the Adviser, including recovery of all fees paid to
the Adviser pursuant to such contracts.

Since October 2, 2003, numerous additional lawsuits making factual
allegations generally similar to those in the Hindo Complaint were filed
in various federal and state courts against the Adviser and certain other
defendants, and others may be filed. The plaintiffs in such lawsuits
have asserted a variety of theories for recovery including, but not
limited to, violations of the Securities Act, the Exchange Act, the
Advisers Act, the Investment Company Act, the Employee Retirement Income
Security Act of 1974, as amended (ERISA), certain state securities laws
and common law.  All state court actions against the Adviser either were
voluntarily dismissed or removed to federal court. On February 20, 2004,
the Judicial Panel on Multidistrict Litigation transferred all federal
actions to the United States District Court for the District of Maryland
(the Mutual Fund MDL). All of the actions removed to federal court were
also transferred to the Mutual Fund MDL. The plaintiffs in the removed
actions have since moved for remand, and that motion is pending.

On September 29, 2004, plaintiffs filed consolidated amended complaints
with respect to four claim types: mutual fund shareholder claims; mutual
fund derivative claims; derivative claims brought on behalf of Alliance
Holding; and claims brought under ERISA by participants in the Profit
Sharing Plan for Employees of the Adviser. All four complaints include
substantially identical factual allegations, which appear to be based
in large part on the SEC Order and the NYAG Order. The claims in the
mutual fund derivative consolidated amended complaint are generally based
on the theory that all fund advisory agreements, distribution agreements
and 12b-1 plans between the Adviser and the AllianceBernstein Funds
should be invalidated, regardless of whether market timing occurred in
each individual fund, because each was approved by fund trustees on the
basis of materially misleading information with respect to the level of
market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar
to those that the respective plaintiffs asserted in their previous federal
lawsuits. All of these lawsuits seek an unspecified amount of damages.
The Alliance defendants have moved to dismiss the complaints, and those
motions are pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from
the Office of the Attorney General of the State of West Virginia and (ii)
a request for information from West Virginias Office of the State Auditor,
Securities Commission (the West Virginia Securities Commission) (together,
the Information Requests). Both Information Requests require the Adviser
to produce documents concerning, among other things, any market timing or
late trading in the Advisers sponsored mutual funds. The Adviser responded
to the Information Requests and has been cooperating fully with the
investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State
of West Virginia v. AIM Advisors, Inc., et al. (WVAG Complaint) was filed
against the Adviser, Alliance Holding, and various other defendants not
affiliated with the Adviser. The WVAG Complaint was filed in the Circuit
Court of Marshall County, West Virginia by the Attorney General of the
State of West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the Hindo Complaint. On May 31, 2005,
defendants removed the WVAG Complaint to the United States District
Court for the Northern District of West Virginia. On July 12, 2005,
plaintiff moved to remand. On October 19, 2005, the WVAG Complaint was
transferred to the Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the West
Virginia Securities Commission signed a Summary Order to Cease and Desist,
and Notice of Right to Hearing addressed to the Adviser and Alliance
Holding. The Summary Order claims that the Adviser and Alliance Holding
violated the West Virginia Uniform Securities Act, and makes factual
allegations generally similar to those in the Commission Order and the
NYAG Order. On January 26, 2006, the Adviser, Alliance Holding, and
various unaffiliated defendants filed a Petition for Writ of Prohibition
and Order Suspending Proceedings in West Virginia state court seeking to
vacate the Summary Order and for other relief. On April 11, 2006, the
Court dismissed the Writ and later granted defendants a 30-day stay to
file an appeal. The Adviser intends to vigorously defend against the
allegations in the WVAG Complaint.

On June 22, 2004, a purported class action complaint entitled Aucoin,
et al. v. Alliance Capital Management L.P., et al. (Aucoin Complaint)
was filed against the Adviser, Alliance Holding , Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States District
Court for the Southern District of New York by an alleged shareholder
of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among
other things, (i) that certain of the defendants improperly authorized
the payment of excessive commissions and other fees from fund assets to
broker-dealers in exchange for preferential marketing services, (ii)
that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning such
payments, and (iii) that certain defendants caused such conduct as
control persons of other defendants. The Aucoin Complaint asserts claims
for violation of Sections 34(b), 36(b) and 48(a) of the Investment
Company Act, Sections 206 and 215 of the Advisers Act, breach of common
law fiduciary duties, and aiding and abetting breaches of common law
fiduciary duties. Plaintiffs seek an unspecified amount of compensatory
damages and punitive damages, rescission of their contracts with the
Adviser, including recovery of all fees paid to the Adviser pursuant
to such contracts, an accounting of all fundrelated fees, commissions
and soft dollar payments, and restitution of all unlawfully or
discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against
the Adviser and certain other defendants. All nine of the lawsuits (i)
were brought as class actions filed in the United States District Court
for the Southern District of New York, (ii) assert claims substantially
identical to the Aucoin Complaint, and (iii) are brought on behalf of
shareholders of the Funds.  On February 2, 2005, plaintiffs filed a
consolidated amended class action complaint (Aucoin Consolidated Amended
Complaint) that asserts claims substantially similar to the Aucoin
Complaint and the nine additional lawsuits referenced above. On
October 19, 2005, the District Court dismissed each of the claims set
forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs
claim under Section 36(b) of the Investment Company Act. On January 11,
2006, the District Court granted defendants motion for reconsideration
and dismissed the remaining Section 36(b) claim. Plaintiffs have moved
for leave to amend their consolidated complaint.

It is possible that these matters and/or other developments resulting
from these matters could result in increased redemptions of the
AllianceBernstein Mutual Funds shares or other adverse consequences to
the AllianceBernstein Mutual Funds. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds
to provide for sufficient liquidity and could also have an adverse effect
on the investment performance of the AllianceBernstein Mutual Funds.
However, the Adviser believes that these matters are not likely to have
a material adverse effect on its ability to perform advisory services
relating to the AllianceBernstein Mutual Funds.

EX-99.77C VOTES

AllianceBernstein Bond Fund, Inc.			   Exhibit 77C
Corporate Bond Portfolio

811-02383

77C  Matters submitted to a vote of security holders

RESULTS OF SHAREHOLDERS MEETING
(unaudited)

A Special Meeting of the AllianceBernstein Corporate Bond Fund (the
Fund) was held on November 15, 2005 and adjourned until December 6, 2005,
and December 19, 2005.  At the November 15, 2005 Meeting, with respect
to the first item of business, the election of Directors, the required
number of outstanding shares were voted in favor of the proposal, and
the proposal was approved.  At the December 6, 2005 Meeting, with
respect to the third item of business, the amendment, elimination, or
reclassification as non-fundamental of the fundamental investment
restrictions, and the fourth item of business, the reclassification of
the Funds fundamental investment objective as non-fundamental with
changes to the Funds investment objectives, the required number of
outstanding shares voted in favor of each proposal, and each proposal
was approved.  At the December 19, 2005 Meeting, with respect to the
second item of business, the approval of the amendment and restatement
of the Charter, the required number of outstanding shares were voted
in favor of the proposal, and the proposal was approved.  A description
of each proposal and number of shares voted at the Meetings are as
follows (the proposal numbers shown below correspond to the proposal
numbers in the Funds proxy statement):


1. The election of
   the Trustees, each
   such Trustee to
   serve a term of an
   indefinite duration
   and until his or
   her successor is
   duly elected and
   qualifies.

			Voted For		Withheld Authority

Ruth Block		110,504,373		7,480,789
David H. Dievler	110,556,798		7,428,365
John H. Dobkin		110,592,166		7,392,996
Michael J. Downey	110,616,030		7,369,133
William H. Foulk, Jr.	110,599,038		7,386,125
D. James Guzy		119,874,613		8,933,392
Marc O. Mayer		120,554,662		8,253,343
Marshall C. Turner, Jr.	120,537,225		8,270,780



		Voted For   Voted Against   Abstained	Broker Non-Votes

2.   Approve the
     Amendment and
     Restatement
     of the
     Charter  	96,828,067  2,835,603	    9,283,228	0

3.A. Diversification
		29,920,262  1,319,008	    796,402     8,253,923

3.B. Issuing Senior
     Securities
     and Borrowing
     Money	29,901,581  1,353,192	    780,899	8,253,923

3.C. Underwriting
     Securities	29,958,846  1,291,714	    785,112	8,253,923

3.D. Concentration
     of
     Investments
		29,921,234  1,327,093	    787,345	8,253,923

3.E. Real Estate
     and Companies
     that Deal
     in Real
     Estate 	29,901,530  1,340,424	    793,718	8,253,923

3.F. Commodity
     Contracts
     and Futures
     Contracts	29,894,349  1,366,835	    774,488	8,253,923

3.G. Loans	29,899,379  1,359,508	    776,785	8,253,923

3.H. Joint
     Securities
     Trading
     Accounts	28,921,420  1,318,800	    795,453	8,253,923

3.I. Exercising
     Control	29,937,005  1,320,489	    778,179	8,253,923

3.J. Other
     Investment
     Companies	29,924,816  1,341,926	    768,930	8,253,923

3.K. Oil,
     Gas and
     Other Types
     of Minerals
     or Mineral
     Leases 	29,960,209  1,310,093	    765,371	8,253,923

3.L. Purchases
     of
     Securities
     on Margin	29,817,821  1,458,934	    758,917	8,253,923

3.M. Short
     Sales	29,885,928  1,385,476	    764,268	8,253,923

3.N. Pledging,
     Hypothecating,
     Mortgaging,
     or Otherwise
     Encumbering
     Assets	29,872,935  1,401,366	    761,372	8,253,923

3.O. Illiquid
     or Restricted
     Securities	29,908,672  1,362,462	    764,539	8,253,923

3.P. Warrants	29,898,942  1,372,963	    763,767	8,253,923

3.Q. Unseasoned
     Companies	29,845,619  1,431,319	    758,734	8,253,923

3.S. 65% Investment
     Limitation	29,935,014  1,330,235	    770,423	8,253,923

3.T. Securities
     of Issuers
     in which
     Officers, or
     Directors,
     or Partners
     have an
     Interest	29,842,496  1,429,813	    763,364	8,253,923

4.B. The
     Reclassification
     as Non-Fundamental
     and Changes to
     Specific Funds
     Investment
     Objectives	28,674,363  1,399,616	    1,961,693	8,253,923

EX-99.77C VOTES

AllianceBernstein Bond Fund, Inc.			Exhibit 77C
U.S. Government Bond Portfolio

811-02383

77C  Matters submitted to a vote of security holders

RESULTS OF SHAREHOLDERS MEETING
(unaudited)

The Annual Meeting of Stockholders of the AllianceBernstein U.S.
Government Bond Fund (the Fund) was held on November 15, 2005 and
adjourned until December 6, 2005, and December 19, 2005.  At the
November 15, 2005 Meeting, with respect to the first item of business,
the election of Directors, the third item of business, the amendment,
elimination, or reclassification as non-fundamental of certain
fundamental investment restrictions, and the fourth item of business,
the reclassification of the Funds fundamental investment objective
as non-fundamental with changes to the Funds investment objectives,
the required number of outstanding shares were voted in favor of each
proposal, and each proposal was approved.  At the December 19, 2005
Meeting, with respect to the second item of business, the approval of
the amendment and restatement of the Charter, the required number of
outstanding shares were voted in favor of the proposal, and the proposal
was approved.  A description of each proposal and number of shares voted
at the Meetings are as follows (the proposal numbers shown below
correspond to the proposal numbers in the Funds proxy statement):

1. The election of
   the Trustees, each
   such Trustee to
   serve a term of an
   indefinite duration
   and until his or
   her successor is
   duly elected and
   qualifies.

			Voted For		Withheld Authority

Ruth Block		110,504,373		7,480,789
David H. Dievler	110,556,798		7,428,365
John H. Dobkin		110,592,166		7,392,996
Michael J. Downey	110,616,030		7,369,133
William H. Foulk, Jr.	110,599,038		7,386,125
D. James Guzy		119,874,613		8,933,392
Marc O. Mayer		120,554,662		8,253,343
Marshall C. Turner, Jr.	120,537,225		8,270,780



		Voted For   Voted Against   Abstained	Broker Non-Votes

2.   Approve
     the Amendment
     and Restatement
     of the
     Charter	96,828,067  2,835,603	    9,283,228	0

3.A. Diversification
		48,759,870  2,316,526	    4,756,009	13,908,039

3.B. Issuing Senior
     Securities
     and Borrowing
     Money	48,755,525  2,231,781	    4,845,099	13,908,039

3.C. Underwriting
     Securities	48,913,261  2,098,338	    4,820,806	13,908,039

3.D. Concentration
     of Investments
		48,908,405  2,158,989	    4,765,011	13,908,039

3.E. Real Estate
     and Companies
     that Deal
     in Real
     Estate	48,797,755  2,249,348	    4,785,302	13,908,039

3.F. Commodity
     Contracts
     and Futures
     Contracts	48,447,042  2,592,503	    4,792,861	13,908,039

3.G. Loans	48,466,484  2,565,532       4,800,390	13,908,039

3.H. Joint
     Securities
     Trading
     Accounts	48,790,165  2,031,727       5,010,514	13,908,039

3.I. Exercising
     Control	49,063,991  2,048,591       4,719,823	13,908,039

3.J. Other
     Investment
     Companies	48,643,498  2,382,834       4,806,073	13,908,039

3.K. Oil, Gas
     and Other
     Types of
     Minerals
     or Mineral
     Leases	48,671,078  2,427,675       4,733,652	13,908,039

3.L. Purchases
     of Securities
     on Margin	48,448,206  2,609,429       4,774,770	13,908,039

3.M. Short
     Sales	48,420,960  2,627,326       4,784,119	13,908,039

3.P. Warrants	48,711,752  2,133,506       4,987,147	13,908,039

3.S. 65% Investment
     Limitation	48,942,917  2,081,690       4,807,798	13,908,039

4.B. The
     Reclassification
     as Non-Fundamental
     and Changes
     to Specific
     Funds Investment
     Objectives	47,247,353  2,136,052       6,448,999	13,908,039