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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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MIC-Info: RSA-MD5,RSA,
 FFc1geKWVtKVKmUfYmBNjqExcw9RXCSOZ65DQan1S6dHJo977DLiEJGs8Xd8nrT4
 koIT2Ehy+ARoNSZh3Ktg2w==

<SEC-DOCUMENT>0000887318-04-000123.txt : 20041130
<SEC-HEADER>0000887318-04-000123.hdr.sgml : 20041130
<ACCEPTANCE-DATETIME>20041130172757
ACCESSION NUMBER:		0000887318-04-000123
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040930
FILED AS OF DATE:		20041130
DATE AS OF CHANGE:		20041130
EFFECTIVENESS DATE:		20041130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLIANCE WORLD DOLLAR GOVERNMENT FUND II INC
		CENTRAL INDEX KEY:			0000906013
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07732
		FILM NUMBER:		041175363

	BUSINESS ADDRESS:	
		STREET 1:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
		BUSINESS PHONE:		2129691000

	MAIL ADDRESS:	
		STREET 1:		ALLIANCE CAPITAL MANAGEMENT LP
		STREET 2:		1345 AVENUE OF THE AMERICAS 31ST FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 A000000 09/30/2004
000 C000000 0000906013
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II
001 B000000 811-07732
001 C000000 2013194105
002 A000000 1345 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10105
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 ALLIANCE CAPITAL MANAGEMENT L.P.
008 B000001 A
008 C000001 801-56720
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10105
010 A000001 ALLIANCE CAPITAL MANAGEMENT L.P.
010 B000001 801-56720
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10105
012 A000001 EQUISERVE TRUST COMPANY, N.A.
012 B000001 85-11340
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
013 A000001 ERNST & YOUNG LLP
013 B010001 NEW YORK
013 B020001 NY
<PAGE>      PAGE  2
013 B030001 10036
015 A000001 THE BANK OF NEW YORK
015 B000001 C
015 C010001 NEW YORK
015 C020001 NY
015 C030001 10286
015 E010001 X
015 A000002 CITIBANK, N.A. - ARGENTINA
015 B000002 S
015 C010002 BUENOS AIRES
015 D010002 ARGENTINA
015 E040002 X
015 A000003 NATIONAL AUSTRALIA BANK
015 B000003 S
015 C010003 MELBOURNE
015 D010003 AUSTRALIA
015 E040003 X
015 A000004 BANK AUSTRIA AG
015 B000004 S
015 C010004 VIENNA
015 D010004 AUSTRIA
015 E040004 X
015 A000005 HSBC BANK MIDDLE EAST
015 B000005 S
015 C010005 MANAMA
015 D010005 BAHRAIN
015 E040005 X
015 A000006 STANDARD CHARTERED BANK
015 B000006 S
015 C010006 DHAKA
015 D010006 BANGLADESH
015 E040006 X
015 A000007 BANQUE BRUXELLES LAMBERT
015 B000007 S
015 C010007 BRUSSELS
015 D010007 BELGIUM
015 E040007 X
015 A000008 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000008 S
015 C010008 ABIDJAN
015 D010008 BENIN
015 E040008 X
015 A000009 BANK OF BERMUDA LIMITED
015 B000009 S
015 C010009 HAMILTON
015 D010009 BERMUDA
015 E040009 X
015 A000010 CITIBANK, N.A.
015 B000010 S
015 C010010 LA PAZ
015 D010010 BOLIVIA
<PAGE>      PAGE  3
015 E040010 X
015 A000011 BARCLAYS BANK OF BOTSWANA LTD.
015 B000011 S
015 C010011 GABORONE
015 D010011 BOTSWANA
015 E040011 X
015 A000012 BANKBOSTON, N.A.
015 B000012 S
015 C010012 SAO PAULO
015 D010012 BRAZIL
015 E040012 X
015 A000013 ING BANK N.V.
015 B000013 S
015 C010013 SOFIA
015 D010013 BULGARIA
015 E040013 X
015 A000014 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000014 S
015 C010014 ABIDJAN
015 D010014 BURKINA FASO
015 E040014 X
015 A000015 ROYAL BANK OF CANADA
015 B000015 S
015 C010015 TORONTO
015 D010015 CANADA
015 E040015 X
015 A000016 BANKBOSTON, N.A.
015 B000016 S
015 C010016 SANTIAGO
015 D010016 CHILE
015 E040016 X
015 A000017 STANDARD CHARTERED BANK
015 B000017 S
015 C010017 KWUN TONG
015 D010017 CHINA
015 E040017 X
015 A000018 CITITRUST COLOMBIA S.A.
015 B000018 S
015 C010018 SANTA FE DE BOGOTADC
015 D010018 COLOMBIA
015 E040018 X
015 A000019 BANCO BCT
015 B000019 S
015 C010019 SAN JOSE
015 D010019 COSTA RICA
015 E040019 X
015 A000020 PRIVRENDA BANKA ZAGREB D.D.
015 B000020 S
015 C010020 ZAGREBA
015 D010020 CROATIA
015 E040020 X
<PAGE>      PAGE  4
015 A000021 BANK OF CYPRUS LTD.
015 B000021 S
015 C010021 NICOSIA
015 D010021 CYPRUS
015 E040021 X
015 A000022 CESKOSLOVENSKA OBCHODNI BANKA A.S.
015 B000022 S
015 C010022 PRAGUE
015 D010022 CZECH REPUBLIC
015 E040022 X
015 A000023 DANSKE BANK
015 B000023 S
015 C010023 COPENHAGEN
015 D010023 DENMARK
015 E040023 X
015 A000024 CITIBANK, N.A.
015 B000024 S
015 C010024 QUITO
015 D010024 ECUADOR
015 E040024 X
015 A000025 CITIBANK, N.A.
015 B000025 S
015 C010025 CAIRO
015 D010025 EGYPT
015 E040025 X
015 A000026 HANSABANK LIMITED
015 B000026 S
015 C010026 TALLINN
015 D010026 ESTONIA
015 E040026 X
015 A000027 CLEARSTREAM BANKING LUXEMBOURG
015 B000027 S
015 C010027 LUXEMBOURG
015 D010027 EUROMARKET
015 E040027 X
015 A000028 EUROCLEAR BANK
015 B000028 S
015 C010028 BRUSSELS
015 D010028 EUROMARKET
015 E040028 X
015 A000029 NORDEA BANK FINLAND PLC
015 B000029 S
015 C010029 HELSINKI
015 D010029 FINLAND
015 E040029 X
015 A000030 BNP PARIBAS SECURITIES SERVICE/CREDI AGRICOLE
015 B000030 S
015 C010030 PARIS
015 D010030 FRANCE
015 E040030 X
015 A000031 DRESDNER BANK AG
<PAGE>      PAGE  5
015 B000031 S
015 C010031 FRANKFURT
015 D010031 GERMANY
015 E040031 X
015 A000032 BARCLAYS BANK OF GHANA LTD.
015 B000032 S
015 C010032 ACCRA
015 D010032 GHANA
015 E040032 X
015 A000033 BNP PARIBAS SECURITIES SERVICES
015 B000033 S
015 C010033 ATHENS
015 D010033 GREECE
015 E040033 X
015 A000034 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000034 S
015 C010034 ABIDJAN
015 D010034 GUINEA BISSAU
015 E040034 X
015 A000035 THE HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000035 S
015 C010035 WAN CHAI
015 D010035 HONG KONG
015 E040035 X
015 A000036 HVB BANK HUNGARY RT.
015 B000036 S
015 C010036 BUDAPEST
015 D010036 HUNGARY
015 E040036 X
015 A000037 LANDSBANKI ISLANDS
015 B000037 S
015 C010037 REYKJAVIK
015 D010037 ICELAND
015 E040037 X
015 A000038 HSBC
015 B000038 S
015 C010038 MUMBAI
015 D010038 INDIA
015 E040038 X
015 A000039 HSBC
015 B000039 S
015 C010039 JAKARTA
015 D010039 INDONESIA
015 E040039 X
015 A000040 AIB / BNY TRUST COMPANY LIMITED
015 B000040 S
015 C010040 DUBLIN
015 D010040 IRELAND
015 E040040 X
015 A000041 BANK LEUMI LE-ISRAEL B.M.
015 B000041 S
<PAGE>      PAGE  6
015 C010041 TEL AVIV
015 D010041 ISRAEL
015 E040041 X
015 A000042 INTESABCI S.P.A. / BNP PARIBAS SECURITIES
015 B000042 S
015 C010042 MILANO
015 D010042 ITALY
015 E040042 X
015 A000043 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000043 S
015 C010043 ABIDJAN
015 D010043 IVORY COAST
015 E040043 X
015 A000044 CIBC TRUST & MERCHANT BANK JAMAICA LTD.
015 B000044 S
015 C010044 KINGSTON
015 D010044 JAMAICA
015 E040044 X
015 A000045 THE BANK OF TOKYO-MITSUBISHI LIMITED
015 B000045 S
015 C010045 TOKYO
015 D010045 JAPAN
015 E040045 X
015 A000046 HSBC BANK MIDDLE EAST
015 B000046 S
015 C010046 WESTERN AMMAN
015 D010046 JORDAN
015 E040046 X
015 A000047 ABN/AMRO BANK N.V.
015 B000047 S
015 C010047 ALMATY
015 D010047 KAZAKHSTAN
015 E040047 X
015 A000048 BARCLAYS BANK OF KENYA LTD.
015 B000048 S
015 C010048 NAIROBI
015 D010048 KENYA
015 E040048 X
015 A000049 HANSABANKA LIMITED
015 B000049 S
015 C010049 ESTONIA
015 D010049 LATVIA
015 E040049 X
015 A000050 HSBC BANK MIDDLE EAST
015 B000050 S
015 C010050 BEIRUT
015 D010050 LEBANON
015 E040050 X
015 A000051 VILNIAUS BANKAS
015 B000051 S
015 C010051 VILNIAUS
<PAGE>      PAGE  7
015 D010051 LITHUANIA
015 E040051 X
015 A000052 BANQUE ET CAISSE D'EPARGNE DE I'ETAT
015 B000052 S
015 C010052 LUXEMBOURG
015 D010052 LUXEMBOURG
015 E040052 X
015 A000053 HONGKONG BANK MALAYSIA BERHAD
015 B000053 S
015 C010053 LUALA LUMPUR
015 D010053 MALAYSIA
015 E040053 X
015 A000054 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000054 S
015 C010054 ABIDJAN
015 D010054 MALI
015 E040054 X
015 A000055 HSBC BANK MALTA P.L.C.
015 B000055 S
015 C010055 VALLETTA
015 D010055 MALTA
015 E040055 X
015 A000056 THE HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000056 S
015 C010056 PORT LOUIS
015 D010056 MAURITIUS
015 E040056 X
015 A000057 BANCO NACIONAL DE MEXICO
015 B000057 S
015 C010057 MEXICO CITY
015 D010057 MEXICO
015 E040057 X
015 A000058 BANQUE COMMERCIALE DU MAROC
015 B000058 S
015 C010058 CASABLANCA
015 D010058 MOROCCO
015 E040058 X
015 A000059 STANDARD BANK NAMIBIA LTD.
015 B000059 S
015 C010059 WINDHOEK
015 D010059 NAMIBIA
015 E040059 X
015 A000060 BANQUE BRUXELLES LAMBERT
015 B000060 S
015 C010060 BRUSSELS
015 D010060 NASDAQ EUROPE
015 E040060 X
015 A000061 FORTIS BANK (NEDERLAND) N.V.
015 B000061 S
015 C010061 AMSTERDAM
015 D010061 NETHERLANDS
<PAGE>      PAGE  8
015 E040061 X
015 A000062 NATIONAL AUSTRALIA BANK
015 B000062 S
015 C010062 AUCKLAND
015 D010062 NEW ZEALAND
015 E040062 X
015 A000063 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000063 S
015 C010063 ABIDJAN
015 D010063 NIGER
015 E040063 X
015 A000064 STANBIC BANK NIGERIA LTD.
015 B000064 S
015 C010064 LAGOS
015 D010064 NIGERIA
015 E040064 X
015 A000065 DEN NORSKE BANK ASA
015 B000065 S
015 C010065 OSLO
015 D010065 NORWAY
015 E040065 X
015 A000066 HSBC BANK MIDDLE EAST
015 B000066 S
015 C010066 RUWI
015 D010066 OMAN
015 E040066 X
015 A000067 STANDARD CHARTERED BANK
015 B000067 S
015 C010067 KARACHI
015 D010067 PAKISTAN
015 E040067 X
015 A000068 HSBC BANK MIDDLE EAST
015 B000068 S
015 C010068 RAMALLAH
015 D010068 PALESTINIAN AREA
015 E040068 X
015 A000069 BANKBOSTON, N.A.
015 B000069 S
015 C010069 PANAMA CITY
015 D010069 PANAMA
015 E040069 X
015 A000070 CITIBANK, N.A.
015 B000070 S
015 C010070 LIMA
015 D010070 PERU
015 E040070 X
015 A000071 THE HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000071 S
015 C010071 PASIG
015 D010071 PHILIPPINES
015 E040071 X
<PAGE>      PAGE  9
015 A000072 BANK HANDLOWY W WARSZAWIE S.A.
015 B000072 S
015 C010072 WARSZAWA
015 D010072 POLAND
015 E040072 X
015 A000073 BANCO COMERCIAL PORTUGUES
015 B000073 S
015 C010073 PORTO SALVO
015 D010073 PORTUGAL
015 E040073 X
015 A000074 HSBC BANK MIDDLE EAST
015 B000074 S
015 C010074 DOHA
015 D010074 QATAR
015 E040074 X
015 A000075 ING BANK BUCHAREST
015 B000075 S
015 C010075 BUCHAREST
015 D010075 ROMANIA
015 E040075 X
015 A000076 ING BANK (EURASIA) ZAO
015 B000076 S
015 C010076 MOSCOW
015 D010076 RUSSIA
015 E040076 X
015 A000077 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000077 S
015 C010077 ABIDJAN
015 D010077 SENEGAL
015 E040077 X
015 A000078 UNITED OVERSEAS BANK LTD. / DEVELOPMENT BANK
015 B000078 S
015 C010078 UOB PLAZA 1
015 D010078 SINGAPORE
015 E040078 X
015 A000079 CESKOSLOVENSKA OBCHODNA BANKA, A.S.
015 B000079 S
015 C010079 PRAGUE
015 D010079 SLOVAK REPUBLIC
015 E040079 X
015 A000080 BANK AUSTRIA CREDITANSTALT D.D. LJUBLJANA
015 B000080 S
015 C010080 LJUBLJANA
015 D010080 SLOVENIA
015 E040080 X
015 A000081 STANDARD CORPORATE & MERCHANT BANK
015 B000081 S
015 C010081 PARKTOWN
015 D010081 SOUTH AFRICA
015 E040081 X
015 A000082 STANDARD CHARTERED BANK
<PAGE>      PAGE  10
015 B000082 S
015 C010082 SEOUL
015 D010082 SOUTH KOREA
015 E040082 X
015 A000083 BANCO BILBAO VIZCAYA ARGENTARIA S.A.
015 B000083 S
015 C010083 MADRID
015 D010083 SPAIN
015 E040083 X
015 A000084 STANDARD CHARTERED BANK
015 B000084 S
015 C010084 COLOMBO
015 D010084 SRI LANKA
015 E040084 X
015 A000085 STANDARD BANK SWAZILAND LTD.
015 B000085 S
015 C010085 MBABANE
015 D010085 SWAZILAND
015 E040085 X
015 A000086 SKANDINAVISKA ENSKILDA BANKEN
015 B000086 S
015 C010086 STOCKHOLM
015 D010086 SWEDEN
015 E040086 X
015 A000087 CREDIT SUISSE FIRST BOSTON
015 B000087 S
015 C010087 ZURICH
015 D010087 SWITZERLAND
015 E040087 X
015 A000088 THE HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000088 S
015 C010088 TAIPEI
015 D010088 TAIWAN
015 E040088 X
015 A000089 STANDARD CHARTERED BANK, THAILAND
015 B000089 S
015 C010089 BANGKOK
015 D010089 THAILAND
015 E040089 X
015 A000090 SOCIETE GENERALE DE BANQUES EN COTE D'LVOIRE
015 B000090 S
015 C010090 ABIDJAN
015 D010090 TOGO
015 E040090 X
015 A000091 REPUBLIC BANK LIMITED
015 B000091 S
015 C010091 PORT OF SPAIN
015 D010091 TRINIDAD & TOBAGO
015 E040091 X
015 A000092 BANQUE INTERNATIONALE ARABE DE TUNISIE
015 B000092 S
<PAGE>      PAGE  11
015 C010092 TUNIS
015 D010092 TUNISIA
015 E040092 X
015 A000093 TURKYE GARANTI BANKASI A.A. (GARANTI BANK)
015 B000093 S
015 C010093 ISTANBUL
015 D010093 TURKEY
015 E040093 X
015 A000094 HSBC BANK MIDDLE EAST, DUBAI
015 B000094 S
015 C010094 BUR DUBAI
015 D010094 U.A.E.
015 E040094 X
015 A000095 ING BANK UKRAINE
015 B000095 S
015 C010095 KIEV
015 D010095 UKRAINE
015 E040095 X
015 A000096 BANK OF NEW YORK/THE DEPOSITORY & CLEARING
015 B000096 S
015 C010096 LONDON
015 D010096 UNITED KINGDOM
015 E040096 X
015 A000097 BANKBOSTON, N.A.
015 B000097 S
015 C010097 MONTEVIDEO
015 D010097 URUGUAY
015 E040097 X
015 A000098 CITIBANK, N.A.
015 B000098 S
015 C010098 CARACAS
015 D010098 VENEZUELA
015 E040098 X
015 A000099 THE HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000099 S
015 C010099 HO CHI MINH CITY
015 D010099 VIETNAM
015 E040099 X
018  000000 Y
019 A000000 Y
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019 C000000 ALLIANCECA
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<PAGE>      PAGE  12
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022 A000002 BANK OF NEW YORK (THE)
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022 C000002    458367
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022 A000003 UBS WARBURG (WARBURG DILLON READ)
022 B000003 13-3873456
022 C000003     96791
022 D000003    206729
022 A000004 HSBC SECURITIES, INC.
022 B000004 13-2650272
022 C000004    111558
022 D000004    125616
022 A000005 CREDIT SUISSE FIRST BOSTON CORP.
022 B000005 13-1898818
022 C000005     69394
022 D000005    166538
022 A000006 CITGROUP GLOBAL MARKETS, INC.
022 B000006 13-1912900
022 C000006     80637
022 D000006    139604
022 A000007 JPMORGAN CHASE & CO.
022 B000007 13-2624428
022 C000007     76776
022 D000007     85922
022 A000008 MORGAN STANLEY
022 B000008 36-3145972
022 C000008     29149
022 D000008     93619
022 A000009 LEHMAN BROTHERS INC.
022 B000009 13-2518466
022 C000009     64438
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022 B000010 13-5108880
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<PAGE>      PAGE  13
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<PAGE>      PAGE  15
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087 A010000 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II,INC.
087 A020000 01879R106
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SIGNATURE   MARK D. GERSTEN
TITLE       TREASURER & CFO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legal0904.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
CLOSE-ENDED FUNDS

ITEM 77E
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the Office of the 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. The shares of the Fund are not
redeemable by the Fund, but are traded on an exchange at prices established by
the market. Accordingly, the Fund and its shareholders are not subject to the
market timing and late trading practices that are the subject of the
investigations mentioned above or the lawsuits described below. Please see below
for a description of the agreements reached by the Adviser and the SEC and NYAG
in connection with the investigations mentioned above.

Numerous lawsuits have been filed against the Adviser and certain other
defendants in which plaintiffs make claims purportedly based on or related
to the same practices that are the subject of the SEC and NYAG investigations
referred to above. Some of these lawsuits name the Fund as a party. The lawsuits
are now pending in the United States District Court for the District of Maryland
pursuant to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and centralizing all of the mutual funds involving market and late
trading in the District of Maryland. Management of the Adviser believes
that these
private lawsuits are not likely to have a material adverse effect on the results
of operations or financial condition of the Fund.

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, commencing
January 1, 2004, for a period of at least five years; and
(iii) The Adviser agreed to implement changes to its governance and compliance
procedures. Additionally, the SEC Order contemplates that the Adviser's
registered investment company clients, including the Fund, will introduce
governance and compliance changes.

The shares of the Fund are not redeemable by the Fund, but are traded on an
exchange at prices established by the market. Accordingly, the Fund and its
shareholders are not subject to the market timing practices described in the SEC
Order and are not expected to participate in the Reimbursement Fund. Since the
Fund is a closed-end fund, it will not have its advisory fee reduced pursuant to
the terms of the agreements mentioned above.

The Adviser and approximately twelve other investment management firms were
publicly mentioned in connection with the settlement by the SEC of charges that
an unaffiliated broker/dealer violated federal securities laws relating to its
receipt of compensation for selling specific mutual funds and the disclosure
of such compensation. The SEC has indicated publicly that, among other things,
it is considering enforcement action in connection with mutual funds' disclosure
of such arrangements and in connection with the practice of considering mutual
fund sales in the direction of brokerage commissions from fund portfolio
transactions.  The SEC has issued subpoenas to the Adviser in connection with
this matter and the Adviser has provided documents and other information to the
SEC and is cooperating fully with its investigation.

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 Capital Management Holding L.P., 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 fund-related fees, commissions and soft dollar payments, and
restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed.

The Adviser believes that these matters are not likely to have a
Material adverse effect on the Fund or the Adviser's ability to
perform advisory services relating
to the Fund.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>wrd2bylaws093004.txt
<DESCRIPTION>AMENDED BYLAWS
<TEXT>
Exhibit 77Q1(a)-Amended and Restated By-Laws of the Registrant
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.
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 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 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 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.  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 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 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 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 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 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, 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, provided, however,
that such written consent shall not constitute approval of any matter
which pursuant to the Investment Company 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.
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
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 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 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 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.
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.
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, 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, 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 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.  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 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) 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 forgoeing, 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 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 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").
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
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 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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