BY-LAWS

                                OF

                ALLIANCEBERNSTEIN BOND FUND, INC.

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

                            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 within and without the
State of Maryland 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. Meetings of
stockholders shall be held at such place, either within the State
of Maryland or at such other place within the United States, as
shall be fixed from time to time by the Board of Directors.

                   Section 2. Annual Meetings. The annual
meetings of the stockholders of the Corporation shall be held in
the month of each year on such date and at such hour as may from
time to time be designated by the Board of Directors and stated
in the notice of such meeting, for the purpose of electing
directors for the ensuing year and for the transaction of such
other business as may properly be brought before the meeting,
provided that the Corporation shall not be required to hold an
annual meeting in any year in which none of the following is
required to be acted on by stockholders under the Investment
Company Act of 1940: (1) election of directors; (2) approval of
the investment advisory agreement; (3) ratification of the
selection of independent public accountants; and (4) approval of
a distribution agreement.

                  Section 3. Notice of Annual Meeting. Written or
printed notice of any annual meeting, stating the place, date and
hour thereof, shall be given to each stockholder entitled to vote
thereat not less than ten nor more than ninety days before the
date of the meeting.

                  Section 4. Special Meetings. Special meetings
of stockholders may be called by the chairman, the president or
by the Board of Directors and shall be called by the secretary
upon the written request of holders of shares entitled to cast
not less than twenty-five percent of all the votes entitled to be
cast at such meeting. Such request shall state the purpose or
purposes of such meeting and the matters proposed to be acted on
thereat. In the case of such request for a special meeting, upon
payment by such stockholders to the Corporation of the estimated
reasonable cost of preparing and mailing a notice of such
meeting, the secretary shall give the notice of such meeting. The
secretary shall not be required to call a special meeting to
consider any matter which is substantially the same as a matter
acted upon at any special meeting of stockholders held within the
preceding twelve months unless requested to do so by holders of
shares entitled to cast not less than a majority of all votes
entitled to be cast at such meeting. In addition, the
stockholders shall have the same rights to call a special meeting
for the removal of any member or members of the Board of
Directors as are accorded shareholders with respect to meetings
for the removal of trustees of certain trusts by the second,
third, fourth and fifth paragraphs of subsection (c) of section
16 of the Investment Company Act of 1940.

                  Section 5. Notice of Special Meeting. Written
or printed notice of a special meeting of stockholders, stating
the place, date, hour and purpose thereof, shall be given by the
secretary to each stockholder entitled to vote thereat not less
than ten nor more than ninety days before the date fixed for the
meeting.

                  Section 6. Business of Special Meetings.
Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice thereof.

                  Section 7. Quorum. The holders of one-third of
the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of
business, 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.

                  Section 8. 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 Investment Company Act of 1940, as from time to time in
effect, or other statutes or rules or orders of the Securities
and Exchange Commission or any successor thereto or of the
Articles of Incorporation a different vote is required, in which
case such express provision shall govern and control the decision
of such question.

                  Section 9. Proxies. Each stockholder shall at
every meeting of stockholders be entitled to one vote in person
or by proxy for each share of the stock having voting power held
by such stockholder, but no proxy shall be voted after eleven
months from its date, unless otherwise provided in the proxy.

                  Section 10. Record Date. 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 to exceed, in any
case, twenty 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 immediately preceding such meeting. If no
record date is fixed and the stock transfer books are not closed
for the determination of stockholders: (1) 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 notice of the meeting of
stockholders is mailed or the day thirty days before the meeting,
whichever is the closer date to the meeting; and (2) the record
date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be at
the close of business on the day on which the resolution of the
Board of Directors, declaring the dividend or allotment of
rights, is adopted, provided that the payment or allotment date
shall not be more than sixty days after the date of the adoption
of such resolution.

                  Section 11. Inspectors of Election. The
directors, in advance of any meeting, may, but need not, appoint
one or more 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 directors in advance of the meeting or at
the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best
of his ability. The inspectors, if any, shall determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, 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. On request of the person presiding at the
meeting or any stockholder, the inspector or inspectors, if any,
shall make a report in writing of any challenge, question or
matter determined by him or them and execute a certificate of any
fact found by him or them.

                  Section 12. Informal Action by Stockholders.
Except to the extent prohibited by the Investment Company Act of
1940, as from time to time in effect, or rules or orders of the
Securities and Exchange Commission or any successor thereto, any
action required or permitted to be taken at any meeting of
stockholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and
any other stockholders entitled to notice of a meeting of
stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such
consent and waiver are filed with the records of the Corporation.

                           ARTICLE III
                        Board of Directors

                  Section 1. Number of Directors. The number of
directors constituting the entire Board of Directors (which
initially was fixed at one in the Corporation's Articles of
Incorporation) 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 as provided in the Articles of Incorporation, but 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. The directors shall be elected to hold office at
the annual meeting of stockholders, except as provided in Section
2 of this Article, and each director shall hold office until the
next annual meeting of stockholders or until his successor is
elected and qualified. Any director may resign at any time upon
written notice to the Corporation. Any director may be removed,
either with or without cause, at any meeting of stockholders duly
called and at which a quorum is present by the affirmative vote
of the majority of the votes entitled to be cast thereon, and the
vacancy in the Board of Directors caused by such removal may be
filled by the stockholders at the time of such removal. 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 directors
then in office, though less than a quorum. 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 or until his
successor is elected and qualifies.

                  Section 3. Powers. The business and affairs of
the Corporation shall be managed under the direction of the Board
of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these By-Laws
conferred upon or reserved to the stockholders.

                  Section 4. Annual Meeting. The first meeting of
each newly elected Board of Directors shall be held immediately
following the adjournment of the meeting of stockholders at which
it was elected and at the place thereof. No notice of such
meeting to the directors shall be necessary in order legally to
constitute the meeting, provided a quorum shall be present. In
the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of
Directors.

                  Section 5. Other Meetings. The Board of Directors of
the Corporation or any committee thereof may hold meetings, both
regular and special, either within or without the State of
Maryland. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time
to time be determined by the Board of Directors. Special meetings
of the Board of Directors may be called by the chairman, the
president or by two or more directors. Notice of special meetings
of the Board of Directors shall be given by the secretary to each
director at least three days before the meeting if by mail or at
least 24 hours before the meeting if given in person or by
telephone or by telegraph. The notice need not specify the
business to be transacted.

                  Section 6. Quorum and Voting. During such times
when the Board of Directors shall consist of more than one
director, a quorum for the transaction of business at meetings of
the Board of Directors shall consist of two of the directors in
office at the time, but in no event shall a quorum consist of
less than one-third of the entire Board of Directors. The action
of a majority of the directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                  Section 7. Committees. The Board of Directors
may appoint from among its members an executive committee and
other committees of the Board of Directors, each committee to be
composed of one or more of the directors of the Corporation and
one or more alternate members as the Board of Directors shall
designate. The Board of Directors may, to the extent provided in
the resolution, delegate to such committees, in the intervals
between meetings of the Board of Directors, any or all of the
powers of the Board of Directors in the management of the
business and affairs of the Corporation, except the power to
declare dividends, to issue stock, to recommend to stockholders
any action requiring stockholders' approval, to amend the by-laws
or to approve any merger or share exchange which does not require
stockholders' approval. Such committee or committees shall have
the name or names as may be determined from time to time by
resolution adopted by the Board of Directors. The members of any
committee present at any meeting and not disqualified from voting
may, whether or not they constitute a quorum, unanimously appoint
another member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member of such committee.
At meetings of any committee, if such committee is composed of
more than one member, a majority of the members or alternate
members of such committee shall constitute a quorum for the
transaction of business and the act of a majority of the members
or alternate members present at any meeting at which a quorum is
present shall be the act of the committee.

                  Section 8. Minutes of Committee Meetings. The
committees shall keep regular minutes of their proceedings.

                  Section 9. Informal Action by Board of Directors
and Committees. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or
committee.

                  Section 10. Meetings by Conference Telephone.
The members of the Board of Directors or any committee thereof
may participate in a meeting of the Board of Directors or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
and such participation shall constitute presence in person at
such meeting.

                  Section 11. 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 or a stated salary as
director. 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
                             Notices

                  Section 1. General. Notices to directors and
stockholders mailed to them at their post office addresses
appearing on the books of the Corporation shall be deemed to be
given at the time when deposited in the United States mail.

                  Section 2. Waiver of Notice. Whenever any
notice is required to be given under the provisions of the
statutes, of the Articles of Incorporation or of these By-Laws, 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. 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 V
         Chairman of the Board of Directors and Officers

                  Section 1. General. The officers of the
Corporation shall be chosen by the Board of Directors at its
first meeting after each annual meeting of stockholders and shall
be a president, a secretary and a treasurer. The Board of
Directors may choose also such vice presidents and additional
officers or assistant officers as it may deem advisable. Any
number of offices, except the offices of president and vice
president, may be held by the same person. 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.

                  Section 2. Other Officers and Agents. The Board
of Directors may appoint such other officers and agents as it
desires who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

                  Section 3. Tenure of Officers. The officers of
the Corporation shall hold office at the pleasure of the Board of
Directors. Each officer shall hold his office until his successor
is elected and qualifies or until his earlier resignation or
removal. Any officer may resign at any time upon written notice
to the Corporation. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors
when, in its judgment, the best interests of the Corporation will
be served thereby. 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 chosen by the
Board of Directors at its first meeting after each annual meeting
of stockholders 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
By-laws.

                  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 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 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 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
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 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 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 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 VI
                      Certificates of Stock

                  Section 1. General. Every holder of stock of
the Corporation who has made full payment of the consideration
for such stock shall be entitled upon request to have a
certificate, signed by, or in the name of the Corporation by, the
president or a vice president and countersigned by the treasurer
or an assistant treasurer or the secretary or an assistant
secretary of the Corporation, certifying the number and class of
whole shares of stock owned by him in the Corporation.

                  Section 2. Fractional Share Interests. The
Corporation may issue fractions of a share of stock. Fractional
shares of stock shall have proportionately to the respective
fractions represented thereby all the rights of whole shares,
including the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of
the Corporation, excluding, however, the right to receive a stock
certificate representing such fractional shares.

                  Section 3. Signatures on Certificates. Any of
or all the signatures on a certificate may be a facsimile. In
case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer
before such certificate is issued, it may be issued with the same
effect as if he were such officer at the date of issue. The seal
of the Corporation or a facsimile thereof may, but need not, be
affixed to certificates of stock.

                  Section 4. Lost, Stolen or Destroyed
Certificates. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of any
affidavit of that fact by the person claiming the certificate or
certificates to be lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen or destroyed.

                  Section 5. Transfer of Shares. Upon request by
the registered owner of shares, and if a certificate has been
issued to represent such shares upon surrender to the Corporation
or a transfer agent of the Corporation of a certificate for
shares of stock duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, subject to
the Corporation's rights to redeem or purchase such shares, it
shall be the duty of the Corporation, if it is satisfied that all
provisions of the Articles of Incorporation, of the By-Laws and
of the law regarding the transfer of shares have been duly
complied with, to record the transaction upon its books, issue a
new certificate to the person entitled thereto upon request for
such certificate, and cancel the old certificate, if any.

                  Section 6. Registered Owners. The Corporation
shall be entitled to recognize the person registered on its books
as the owner of shares to be the exclusive owner for all purposes
including redemption, voting and dividends, and the Corporation
shall not be bound to recognize any equitable or other claim to
or interest in such share or shares 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 Maryland.

                           ARTICLE VII
                         Net Asset Value

                  The net asset value of a share of Common Stock
of the Corporation as at the time of a particular determination
shall be the quotient obtained by dividing the value at such time
of the net assets of the Corporation (i.e., the value of the
assets of the Corporation less its liabilities exclusive of
capital and surplus) by the total number of shares of Common
Stock outstanding at such time, all determined and computed as
follows:

                  (1) The assets of the Corporation shall be
deemed to include (A) all cash on hand, on deposit, or on call,
(B) all bills and notes and accounts receivable, (C) all
securities owned or contracted for by the Corporation, other than
shares of its own Common Stock, (D) all interest accrued on any
interest bearing securities owned by the Corporation and (E) all
other property of every kind and nature including prepaid
expenses. Portfolio securities for which market quotations are
readily available shall be valued at market value. All other
investment assets of the Corporation, including restricted
securities, shall be valued in such manner as the Board of
Directors of the Corporation in good faith shall deem appropriate
to reflect such securities' fair value.

                  (2) The liabilities of the Corporation shall
include (A) all bills and notes and accounts payable, (B) all
administrative expenses payable and/or accrued (including
management and advisory fees payable and/or accrued, including in
the case of any contingent feature thereof, an estimate based on
the facts existing at the time), (C) all contractual obligations
for the payment of money or property, including the amount of any
unpaid dividend declared upon the Corporation's Common Stock, (D)
all reserves, if any, authorized or approved by the Board of
Directors for taxes, including reserves for taxes at current
rates based on any unrealized appreciation in the value of the
assets of the Corporation and (E) all other liabilities of the
Corporation of whatsoever kind and nature except liabilities
represented by outstanding capital stock and surplus of the
Corporation.

                  (3) For the purposes thereof (A) Common Stock
subscribed for shall not be deemed to be outstanding until
immediately after the time as of which its net asset value is
determined as provided in the Articles of Incorporation next
following the acceptance of the subscription therefor and the
subscription price thereof shall not be deemed to be an asset of
the Corporation until after such time, but immediately thereafter
such capital stock shall be deemed to be outstanding and until
paid the subscription price thereof shall be deemed to be an
asset of the Corporation. (B) Common Stock surrendered for
redemption by the Corporation pursuant to the provisions of the
Articles of Incorporation or purchased by the Corporation
pursuant to the provisions of the Articles of Incorporation or
these By-Laws shall be deemed to be outstanding to and including
the time as of which its net asset value is determined as
provided in the Articles of Incorporation but not thereafter, and
thereupon and until paid the redemption or purchase price thereof
shall be deemed to be a liability of the Corporation. (C) Changes
in the holdings of the Corporation's portfolio securities shall
be accounted for on a trade date basis. (D) Expenses, including
management and advisory fees, shall be included to date of
calculation. In addition to the foregoing, the Board of Directors
is empowered, subject to applicable legal requirements, in its
absolute discretion, to establish other methods for determining
the net asset value of each share of Common Stock of the
Corporation.

                           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 Articles
of Incorporation and of the provisions of applicable law, be
declared by the Board of Directors at any time. Dividends may be
paid in cash, in property or in shares of the Corporation's
stock, subject to the provisions of the Articles of Incorporation
and of applicable law.

                  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.

                            ARTICLE IX
                            Amendments

                  The Board of Directors shall have the power to
make, alter and repeal by-laws of the Corporation.


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