<PAGE>
ALLIANCE BOND FUND, INC.
ARTICLES SUPPLEMENTARY
Alliance Bond Fund, Inc., a Maryland corporation having
its principal office in Maryland in the City of Baltimore
(hereinafter called the "Corporation"), certifies that:
FIRST: The Board of Directors of the Corporation hereby
increases the aggregate number of shares of capital stock that
the Corporation has authority to issue by 250,000,000 shares and
classifies such additional shares as 250,000,000 shares of
Advisor Class Common Stock of the Quality Bond Portfolio. Quality
Bond Portfolio is referred to herein as the "Portfolio."
SECOND: The shares of the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Advisor Class Common Stock
of the Portfolio as so classified by the Board of Directors of
the Corporation shall have the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption set forth
in section (3) of Article FIFTH of the Corporation's Articles of
Incorporation, as amended, and shall be subject to all provisions
of the Charter relating to stock of the Corporation generally,
and those set forth as follows:
(1) The assets attributable to the Class A Common
Stock, Class B Common Stock, Class C Common Stock and Advisor
Class Common Stock of the Portfolio shall be invested in the
same investment portfolio of the Corporation.
(2) Shares of each of the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Advisor Class Common
Stock of the Portfolio shall be entitled to such dividends or
distributions, in stock or in cash or both, as may be
declared from time to time by the Board of Directors with
respect to such class. Specifically, and without limiting
the generality of the foregoing, the dividends and
distributions of investment income and capital gains with
respect to the Class A Common Stock, Class B Common Stock and
Class C Common Stock and Advisor Class Common Stock of the
Portfolio shall be in such amounts, which may vary among the
classes, as may be declared from time to time by the Board of
Directors of the Corporation, and such dividends and
distributions may vary among the classes of the Portfolio to
reflect differing allocations of the expenses of the
Corporation among the holders of the classes and any
resultant differences among the net asset values per share of
the classes, to such extent and for such purposes as the
Board of Directors of the Corporation may deem appropriate.
The Board of Directors may provide that dividends shall be
<PAGE>
payable only with respect to those shares of stock that have
been held of record continuously by the stockholder for a
specified period, not to exceed 72 hours, prior to the record
date of the dividend. The allocation of investment income,
realized and unrealized capital gains and losses, expenses
and liabilities of the Corporation and amounts distributable
in the event of dissolution of the Corporation or liquidation
of the Corporation or of the Portfolio among the various
classes of the Portfolio shall be determined by the Board of
Directors of the Corporation in a manner that is consistent
with the Investment Company Act of 1940, the rules and
regulations thereunder, and the interpretations thereof, in
each case as from time to time amended, modified or
superseded. The determination of the Board of Directors
shall be conclusive as to the allocation of investment income
and realized and unrealized capital gains and losses,
expenses and liabilities (including accrued expenses and
reserves) and assets to a particular class or classes.
(3) The proceeds of the redemption of a share
(including a fractional share) of any class of capital stock
of the Portfolio shall be reduced by the amount of any
contingent deferred sales charge, redemption fee or other
amount payable on such redemption pursuant to the terms of
issuance of such share.
(4) Except as provided below, on each matter submitted
to a vote of the holders of the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Advisor Class Common
Stock of the Portfolio, each such holder shall be entitled to
one vote for each share standing in his or her name on the
books of the Corporation. Subject to any applicable
requirements of 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, or other
applicable law, all such holders of shares of stock shall
vote as a single class except with respect to any matter
which affects only one or more (but less than all) classes of
stock, in which case only the holders of shares of the
classes affected shall be entitled to vote. Without limiting
the generality of the foregoing, and subject to any
applicable requirements of 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, or other applicable law, the holders of the Class A
Common Stock, Class B Common Stock, Class C Common Stock and
Advisor Class Common Stock, respectively, of the Portfolio
shall have (i) exclusive voting rights with respect to any
matter submitted to a vote of stockholders that affects only
holders of the applicable class of the Portfolio and (ii) no
voting rights with respect to any other matter that affects
2
<PAGE>
one or more of such other classes or series of Common Stock,
but not the class or series of which they are holders.
(5) At such times as may be determined by the Board of
Directors (or with the authorization of the Board of
Directors, by the officers of the Corporation) in accordance
with the Investment Company Act of 1940, applicable rules and
regulations thereunder and applicable rules and regulations
of the National Association of Securities Dealers, Inc. and
from time to time reflected in the registration statement of
the Corporation (the "Corporation's Registration Statement"),
shares of a particular class of stock of the Portfolio or
certain shares of a particular class of stock of the
Portfolio may be automatically converted into shares of
another class of stock of the Portfolio based on the relative
net asset values of such classes at the time of conversion,
subject, however, to any conditions of conversion that may be
imposed by the Board of Directors (or with the authorization
of the Board of Directors, by the officers of the
Corporation) and reflected in the Corporation's Registration
Statement. The terms and conditions of such conversion may
vary within and among the classes to the extent determined by
the Board of Directors (or with the authorization of the
Board of Directors, by the officers of the Corporation) and
set forth in the Corporation's Registration Statement.
THIRD: A. Immediately before the increase in
authorized capital stock provided for herein, the total number of
shares of stock of all classes that the Corporation had authority
to issue was 2,550,000,000 shares, the par value of each class of
stock being $.001 per share, with an aggregate par value of
$2,550,000, classified as follows:
Class B Class C Advisor Class
Name of Series Common Stock Common Stock Common Stock Common Stock
U.S. Government
Portfolio 200,000,000* 200,000,000 200,000,000 200,000,000
Monthly Income
Portfolio** 250,000,000* 250,000,000 250,000,000 250,000,000
Quality Bond
Portfolio 250,000,000 250,000,000 250,000,000 -0-
____________________
* Such shares are designated as "Class A Common Stock" for purposes of
sale to the public.
** This portfolio is designated as the "Corporate Bond Portfolio" for
purposes of sale of the shares thereof to the public.
3
<PAGE>
B. Immediately after the increase in authorized
capital stock provided for herein, the total number of shares of
stock of all classes that the Corporation has authority to issue
is 2,800,000,000 shares, the par value of each class of stock
being $.001 per share, with an aggregate par value of $2,800,000,
classified as follows:
Class B Class C Advisor Class
Name of Series Common Stock Common Stock Common Stock Common Stock
U.S. Government
Portfolio 200,000,000* 200,000,000 200,000,000 200,000,000
Monthly Income
Portfolio** 250,000,000* 250,000,000 250,000,000 250,000,000
Quality Bond
Portfolio 250,000,000 250,000,000 250,000,000 250,000,000
FOURTH: The Corporation is registered as an open-end
company under the Investment Company Act of 1940.
FIFTH: The total number of shares that the Corporation
has authority to issue has been increased by the Board of
Directors of the Corporation in accordance with Section 2-105(c)
of the Maryland General Corporation Law.
SIXTH: The shares aforesaid have been duly classified
by the Corporation's Board of Directors pursuant to authority and
power contained in the Corporation's Articles of Incorporation.
4
<PAGE>
IN WITNESS WHEREOF, Alliance Bond Fund, Inc. has caused
these Articles Supplementary to be executed by the Executive Vice
President of the Corporation and witnessed by its Secretary as of
this 11th day of October, 2000. The Executive Vice President of
the Corporation who signed these Articles Supplementary
acknowledges them to be the act of the Corporation and states
under the penalties of perjury that, to the best of her
knowledge, information and belief, the matters and facts set
forth herein relating to authorization and approval hereof are
true in all material aspects.
ALLIANCE BOND FUND, INC.
By: /s/ Kathleen Corbet
__________________________
Kathleen Corbet
Executive Vice President
Witness:
/s/ Edmund P. Bergan, Jr.
_______________________________
Edmund P. Bergan, Jr.
Secretary
5
00250245.AE0
