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<TYPE>EX-99.B BYLAWS
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<FILENAME>em00250153aa9.txt
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<PAGE>

                             BYLAWS

                               OF

         ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, 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.  Annual meetings of

stockholders shall be held on a date fixed from time to time by

the Board of Directors not less than ninety nor more than one

hundred twenty days following the end of each fiscal year of the

Corporation, for the election of directors and the transaction of

any other business within the powers of the Corporation.




<PAGE>

         Section 3.  Notice of Annual Meeting.  Written or

printed notice of the annual meeting, stating the place, date and

hour thereof, shall be given to each stockholder entitled to vote

thereat and each other shareholder entitled to notice thereof 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.

         Section 5.  Notice of Special Meeting.  Written or

printed notice of a special meeting of stockholders, stating the




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place, date, hour and purpose thereof, shall be given by the

secretary to each stockholder entitled to vote thereat and each

other shareholder entitled to notice thereof 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 a majority 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.

         Section 8.  Voting.  When a quorum is present at any

meeting, the affirmative vote of a majority of the votes cast

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




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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




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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




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<PAGE>

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.








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                           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 there 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.  Beginning with the first annual meeting of

stockholders held after the initial public offering of the shares

of stock of the Corporation ("the initial annual meeting") the

Board of Directors shall be divided into three classes.  Within

the limits above specified, the number of directors in each class

shall be determined by resolution of the Board of Directors or by

the stockholders at the annual meeting thereof.  The term of

office of the first class shall expire on the date of the annual

meeting of stockholders held one year after the initial annual

meeting.  The term of office of the second class shall expire on

the date of the annual meeting of stockholders held two years

after the initial annual meeting.  The term of office of the

third class shall expire on the date of the annual meeting of

stockholders held three years after the initial annual meeting.




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Upon expiration of the term of office of each class as set forth

above, the number of directors in such class, as determined by

the Board of Directors, shall be elected for a term of three

years to succeed the directors whose terms of office expire.  The

directors shall be elected at the annual meeting of stockholders,

except as provided in Section 2 of this Article, and each

director elected shall hold office until his successor shall have

been elected and shall have 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 75% 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 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






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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 by or 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 annual meeting of the

Board of Directors shall be held immediately following the

adjournment of the annual meeting of stockholders 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




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<PAGE>

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 a majority of the entire Board of

Directors, but in no event shall a quorum consist of less than

two 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 two or more of the directors of the Corporation.  The

Board of Directors may delegate to such committees any of the

powers of the Board of Directors except those which may not by

law be delegated to a committee.  Such committee or committees

shall have the name or names as may be determined from time to




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<PAGE>

time by resolution adopted by the Board of Directors.  Unless the

Board of Directors designates one or more directors as alternate

members of any committee, who may replace an absent or

disqualified member at any meeting of the committee, the members

of any such committee present at any meeting and not disqualified

from voting may, whether or not they constitute a quorum, 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 such committee, 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,

provided, however, that such written consent shall not constitute

approval of any matter which pursuant to the Investment Company






                               11



<PAGE>

Act of 1940 and the rules thereunder requires the approval of

directors by vote cast in person at a meeting.

         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 times and such

participation shall constitute presence in person at such

meeting, provided, however, that such participation shall not

constitute presence in person with respect to matters which

pursuant to the Investment Company Act of 1940 and the rules

thereunder require the approval of directors by vote cast in

person at a 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, 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.






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<PAGE>

                           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 and such waiver shall be filed

with the records of the meeting.  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

                            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 chairman

of the Board of Directors, a president, a secretary and a

treasurer.  The Board of Directors may choose also such vice




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<PAGE>

presidents and additional officers or assistant officers as it

may deem advisable.  Any number of offices, except the offices of

president and vice president and chairman 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 preside at all meetings




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<PAGE>

of the stockholders and of the Board of Directors. He shall be

the chief executive officer and shall have general and active

management of the business of the Corporation and shall see that

all orders and resolutions of the Board of Directors are carried

into effect.  In the absence or disability of the president, the

chairman shall perform the duties and exercise the powers of the

president.  He shall be ex officio a member of all committees

designated by the Board of Directors except as otherwise

determined by the Board of Directors.  He shall execute bonds,

mortgages and other contracts requiring a seal, under the seal of

the Corporation, except where required or permitted by law to be

otherwise signed and executed and except where the signing and

execution thereof shall be expressly delegated by the Board of

Directors to some other officer or agent of the Corporation.

         Section 5.  President.  The president shall, in the

absence of the chairman, preside at all meetings of the

stockholders or of the Board of Directors.  In the absence or

disability of the chairman, the president shall perform the

duties and exercise the powers of the chairman.  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.






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<PAGE>

         Section 6.  Vice Presidents.  The vice presidents shall

act under the direction of the chairman and the president and in

the absence or disability of the chairman and the president shall

perform the duties and exercise the powers of both such offices.

They shall perform such other duties and have such other powers

as the chairman, 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 chairman and 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 chairman and the president.  Subject to the

direction of the chairman or 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

chairman or 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.




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<PAGE>

         Section 8.  Assistant Secretaries.  The assistant

secretaries in the order of their seniority, unless otherwise

determined by the chairman, 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 chairman, 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 chairman and the president.  Subject to the

direction of the chairman or 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 chairman, the president or

the Board of Directors, taking proper vouchers for such

disbursements, and shall render to the chairman, 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.






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<PAGE>

         Section 10.  Assistant Treasurers.  The assistant

treasurers in the order of their seniority, unless otherwise

determined by the chairman, 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 chairman, 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 chairman,

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,






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<PAGE>

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.




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<PAGE>

         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, 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 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




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<PAGE>

net assets of the Corporation (i.e., the value of the assets

belonging to 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 any amounts owing
         under contracts for the purchase of securities
         and 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.


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<PAGE>

              (3)  For the purposes thereof

                   (A)  Changes in the holdings of the
         Corporation's portfolio securities shall be
         accounted for on a trade date basis.

                   (B)  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 or distributions upon

the stock by 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




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<PAGE>

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.

         Section 7.  Insurance Against Certain Liabilities.  The

Corporation shall not bear the cost of insurance that protects or

purports to protect directors and officers of the Corporation

against any liabilities to the Corporation or its security

holders to which any such director or officer would otherwise be

subject by reason of willful misfeasance, bad faith, gross




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<PAGE>

negligence or reckless disregard of the duties involved in the

conduct of his office.

                           ARTICLE IX

                         Indemnification

         Section 1.  Indemnification of Directors and Officers.

The Corporation shall indemnify its directors to the fullest

extent that indemnification of directors is permitted by the

Maryland General Corporation Law.  The Corporation shall

indemnify its officers to the same extent as its directors and to

such further extent as is consistent with law.  The Corporation

shall indemnify its directors and officers who while serving as

directors or officers also serve at the request of the

Corporation as a director, officer, partner, trustee, employee,

agent or fiduciary of another corporation, partnership, joint

venture, trust, other enterprise or employee benefit plan to the

fullest extent consistent with law.  The indemnification and

other rights provided by this Article shall continue as to a

person who has ceased to be a director or officer and shall inure

to the benefit of the heirs, executors and administrators of such

a person.  This Article shall not protect any such person against

any liability to the Corporation or any stockholder thereof to

which such person would otherwise be subject by reason of willful

misfeasance, bad faith, gross negligence or reckless disregard of

the duties involved in the conduct of his office ("disabling

conduct").




                               24



<PAGE>

         Section 2.  Advances.  Any current or former director or

officer of the Corporation seeking indemnification within the

scope of this Article shall be entitled to advances from the

Corporation for payment of the reasonable expenses incurred by

him in connection with the matter as to which he is seeking

indemnification in the manner and to the fullest extent

permissible under the Maryland General Corporation Law.  The

person seeking indemnification shall provide to the Corporation a

written affirmation of his good faith belief that the standard of

conduct necessary for indemnification by the Corporation has been

met and a written undertaking to repay any such advance if it

should ultimately be determined that the standard of conduct has

not been met.  In addition, at least one of the following

additional conditions shall be met:  (a) the person seeking

indemnification shall provide a security in form and amount

acceptable to the Corporation for his undertaking; (b) the

Corporation is insured against losses arising by reason of the

advance; or (c) a majority of a quorum of directors of the

Corporation who are neither "interested persons" as defined in

Section 2(a)(19) of the Investment Company Act of 1940, as

amended, nor parties to the proceeding ("disinterested non-party

directors"), or independent legal counsel, in a written opinion,

shall have determined, based on a review of facts readily

available to the Corporation at the time the advance is proposed

to be made, that there is reason to believe that the person




                               25



<PAGE>

seeking indemnification will ultimately be found to be entitled

to indemnification.

         Section 3.  Procedure.  At the request of any person

claiming indemnification under this Article, the Board of

Directors shall determine, or cause to be determined, in a manner

consistent with the Maryland General Corporation Law, whether the

standards required by this Article have been met.

Indemnification shall be made only following:  (a) a final

decision on the merits by a court or other body before whom the

proceeding was brought that the person to be indemnified was not

liable by reason of disabling conduct or (b) in the absence of

such a decision, a reasonable determination, based upon a review

of the facts, that the person to be indemnified was not liable by

reason of disabling conduct by (i) the vote of a majority of a

quorum of disinterested non-party directors or (ii) an

independent legal counsel in a written opinion.

         Section 4.  Indemnification of Employees and Agents.

Employees and agents who are not officers or directors of the

Corporation may be indemnified, and reasonable expenses may be

advanced to such employees or agents, as may be provided by

action of the Board of Directors or by contract, subject to any

limitations imposed by the Investment Company Act of 1940.

         Section 5.  Other Rights.  The Board of Directors may

make further provision consistent with law for indemnification

and advance of expenses to directors, officers, employees and




                               26



<PAGE>

agents by resolution, agreement or otherwise.  The

indemnification provided by this Article shall not be deemed

exclusive of any other right, with respect to indemnification or

otherwise, to which those seeking indemnification may be entitled

under any insurance or other agreement or resolution of

stockholders or disinterested directors or otherwise.  The rights

provided to any person by this Article shall be enforceable

against the Corporation by such person who shall be presumed to

have relied upon it in serving or continuing to serve as a

director, officer, employee, or agent as provided above.

         Section 6.  Amendments.  References in this Article are

to the Maryland General Corporation Law and to the Investment

Company Act of 1940 as from time to time amended.  No amendment

of these By-laws shall effect any right of any person under this

Article based on any event, omission or proceeding prior to the

amendment.

                           ARTICLE  X

                           Amendments

         The Board of Directors shall have the exclusive power to

make, alter and repeal by-laws of the Corporation.














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