ALLIANCEBERNSTEIN QUASAR FUND, INC.

                      ARTICLES OF AMENDMENT

                      (Changing its Name to
          AllianceBernstein Small Cap Growth Fund, Inc.)

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

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

          SECOND: The name of the corporation (hereinafter
          called the "Corporation") is AllianceBernstein Small
          Cap Growth Fund, Inc.

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

          THIRD: This amendment to the charter of the Corporation
will be effective on November 1, 2003, as permitted by Section
2-610.1 of the Maryland General Corporation Law.


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          IN WITNESS WHEREOF, AllianceBernstein Quasar Fund,
Inc., has caused these Articles of Amendment to be executed in
its name and on its behalf by John D. Carifa, President of the
Corporation, and witnessed by Domenick Pugliese, the Assistant
Secretary of the Corporation, this 22nd day of October, 2003. The
undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation
and states that to the best of his knowledge, information and
belief, the matters and facts set forth in these Articles with
respect to the authorization and approval of the amendment of the
Corporation's charter are true in all material respects, and that
this statement is made under the penalties of perjury.



                                    ALLIANCEBERNSTEIN QUASAR
                                    FUND, INC.


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

WITNESS:

/s/ Domenick Pugliese
-------------------------------
Domenick Pugliese
Assistant Secretary

00250.0073 #424519