<DOCUMENT>
<TYPE>EX-99.2A CHARTER
<SEQUENCE>3
<FILENAME>a2_00250209ao5.txt
<TEXT>



<PAGE>


          ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

                    CERTIFICATE OF CORRECTION


THIS IS TO CERTIFY THAT:

         FIRST:  The title of the document being corrected hereby
is Amended Articles of Incorporation (the "Articles").

         SECOND:  The Articles were filed with the State
Department of Assessments and Taxation of Maryland ("SDAT") on
December 7, 2001.

         THIRD:  The only party to the Articles is Alliance
National Municipal Income Fund, Inc., a Maryland corporation (the
"Corporation").

         FOURTH:  The amendments set forth in the Articles were
approved after the organization meeting of the Corporation.  The
Corporation had no stockholders at the time of the approval of
the amendments set forth in the Articles.  The Articles were
incorrectly filed in the form of Amended Articles of
Incorporation and were incorrectly executed.

         FIFTH:  The Articles as filed with SDAT are attached
hereto as Exhibit A.

         SIXTH:  The corrected document is attached hereto as
Exhibit B.

         The undersigned President acknowledges this Certificate
of Correction to be the corporate act of the Corporation and
further, as to all matters or facts required to be verified under
oath, the undersigned President acknowledges, that to the best of
his knowledge, information and belief, the matters and facts set
forth herein are true in all material respects and that this
statement is made under the penalties for perjury.


                    [SIGNATURE PAGE FOLLOWS]



<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Correction to be signed in its name and on its
behalf by the officers below on this    day of January, 2002.

ATTEST:                      ALLIANCE NATIONAL MUNICIPAL
                             INCOME FUND, INC.


/s/Edmund P. Bergan, Jr.     /s/John D. Carifa
_________________________    By:_________________________
Edmund P. Bergan, Jr.           John D. Carifa
Secretary                       President









































                                2



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                            EXHIBIT A




















































                                3



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          ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

                AMENDED ARTICLES OF INCORPORATION



         FIRST:    (1)    The name of the incorporator is
Kathleen K. Clarke.

                   (2)    The incorporator's post office address
is 1200 G Street, N.W., Washington, DC 20005.

                   (3)    The incorporator is over eighteen years
of age.

                   (4)    The incorporator does hereby form the
corporation named herein under the general laws of the State of
Maryland.

         SECOND:   The name of the corporation (hereinafter
called the "Corporation") is Alliance National Municipal Income
Fund, Inc.

         THIRD:    The purpose for which the Corporation is
formed is to conduct and carry on the business of an investment
company registered under the Investment Company Act of 1940.  The
Corporation shall have all of the powers granted to corporations
by the Maryland General Corporation Law now or hereafter in
force.

         FOURTH:   The post office address of the principal
office of the Corporation within the State of Maryland is
300 Lombard Street, Baltimore, Maryland 21202, in care of The
Corporation Trust Incorporated.

         The resident agent of the Corporation in the State of
Maryland is The Corporation Trust Incorporated, 300 Lombard
Street, Baltimore, Maryland 21202.

         FIFTH:    The total number of shares of stock which the
Corporation shall have authority to issue is Two Billion
(2,000,000,000), par value $.001 per share, all of which
initially shall be Common Stock.  The aggregate par value of all
authorized shares of stock having par value is Two Million
Dollars ($2,000,000).  If shares of one class of stock are
classified or reclassified into shares of another class of stock
pursuant to Article SEVENTH, the number of authorized shares of
the former class shall be automatically decreased and the number
of shares of the latter class shall be automatically increased,
in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of


                                4



<PAGE>

all classes that the Corporation has authority to issue shall not
be more than the total number of shares of stock set forth in the
first sentence of this paragraph.  All shares of stock of the
Corporation shall be subject to the charter of the Corporation
(the "Charter") and the Bylaws of the Corporation, including,
without limitation, the following provisions:

                   (1)    The Corporation may issue shares of
stock in fractional denominations to the same extent as its whole
shares, and shares in fractional denominations shall be shares of
stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including
without limitation, the right to vote, the right to receive
dividends and distributions, and the right to participate upon
liquidation of the Corporation, but excluding the right to
receive a stock certificate representing fractional shares.

                   (2)    No holder of any shares of stock of the
Corporation shall be entitled to any preemptive rights except
those that the Board of Directors may determine from time to
time.

                   (3)    All persons who shall acquire stock or
other securities of the Corporation shall acquire the same
subject to the provisions of the Charter and the Bylaws, each as
from time to time amended.

                   (4) The Board of Directors, without any action
by the stockholders of the Corporation, may amend the  Charter
from time to time to increase or decrease the aggregate number of
shares of stock or the number of shares of stock of any class or
series that the Corporation has authority to issue.

         SIXTH:    (1)    The Corporation initially shall have
one director.  The number of directors of the Corporation may be
changed only by the Board of Directors pursuant to the Bylaws of
the Corporation, but the number of directors shall never be less
than the number prescribed by the Maryland General Corporation
Law.  The term of office of a director in office at the time of
any decrease in the number of directors shall not be affected as
a result thereof.  The name of the initial director of the
Corporation is Edmund P. Bergan, Jr.

                   (2)    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 specified in Section (1) of this Article SIXTH
and the Bylaws of the Corporation, the number of directors in
each class shall be determined by resolution of the Board of
Directors.  The term of office of each director in the first


                                5



<PAGE>

class shall continue to the date of the annual meeting of
stockholders held one year after the Initial Annual Meeting and
until his successor is elected and qualifies.  The term of office
of each director in the second class shall continue to the date
of the annual meeting of stockholders held two years after the
Initial Annual Meeting and until his successor is elected and
qualifies.  The term of office of each director in the third
class shall continue to the date of the annual meeting of
stockholders held three years after the Initial Annual Meeting
and until his successor is elected and qualifies.  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
number of directorships shall be apportioned among the classes so
as to maintain the classes as nearly equal in number as possible.

                   (3)  The Corporation elects, at such time as
such election becomes available under Section 3-802(b) of the
Maryland General Corporation Law, that, except as may be provided
by the Board of Directors in setting the terms of any class or
series of preferred stock of the Corporation, any and all
vacancies on the Board of Directors may be filled only by the
affirmative vote of a majority of the remaining directors in
office, even if the remaining directors do not constitute a
quorum, and any director elected to fill a vacancy shall serve
for the remainder of the full term of the directorship in which
such vacancy occurred.

                   (4)    A director may be removed only for
cause by the affirmative vote of seventy-five percent (75%) of
the votes entitled to be cast for the election of such director.

         SEVENTH:  The following provisions are inserted for the
purpose of defining, limiting and regulating the powers of the
Corporation, the Board of Directors and the stockholders.

                   (1)    The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors which shall have and may exercise all powers of the
Corporation except those powers which are by law, by the Charter
or by the Bylaws conferred upon or reserved to the stockholders.
In furtherance and not in limitation of the powers conferred by
law, the Board of Directors shall have power:

                          (a)   to make, alter and repeal the
         Bylaws of the Corporation;

                          (b)   to issue and sell, from time to
         time, shares of any class of the Corporation's stock in
         such amounts and on such terms and conditions, and for


                                6



<PAGE>

         such amount and kind of consideration, as the Board of
         Directors shall determine;

                          (c)   from time to time to determine
         the net asset value per share of the Corporation's stock
         or to establish methods to be used by the Corporation's
         officers, employees or agents for determining the net
         asset value per share of the Corporation's stock;

                          (d)   from time to time to determine to
         what extent and at what times and places and under what
         conditions and regulations the accounts, books and
         records of the Corporation, or any of them, shall be
         open to the inspection of the stockholders; and no
         stockholder shall have any right to inspect any account
         or book or document of the Corporation, except as
         conferred by the laws of the State of Maryland, unless
         and until authorized to do so by resolution of the Board
         of Directors; and

                          (e)   to classify or to reclassify,
         from time to time, any unissued shares of stock of the
         Corporation, whether now or hereafter authorized, by
         setting, changing or eliminating the preferences,
         conversion or other rights, voting powers, restrictions,
         limitations as to dividends and other distributions,
         qualifications or terms and conditions of or rights to
         require redemption of the stock and any of the terms of
         any class or series of stock set or changed pursuant to
         this paragraph (e) may be made dependent upon facts or
         events ascertainable outside the Charter (including
         determinations by the Board of Directors or other facts
         or events within the control of the Corporation) and may
         vary among holders thereof, provided that the manner in
         which such facts, events or variations shall operate
         upon the terms of such class or series of stock is
         clearly and expressly set forth in the articles
         supplementary relating to such class or series of stock
         filed with the State Department of Assessments and
         Taxation of Maryland.

                   (2)    Except as provided in Article SIXTH,
Sections (3), (4) and (6) of this Article SEVENTH and in Article
NINTH, notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of
the votes of the Corporation's stock entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon subject to any
applicable requirements of the Investment Company Act of 1940, as
in effect from time to time, or rules, regulations or orders


                                7



<PAGE>

thereunder promulgated by the Securities and Exchange Commission
or any successor thereto.

                   (3)    Notwithstanding any other provisions of
the Charter, the conversion of the Corporation from a closed-end
company to an open-end company and any amendment to the Charter
of the Corporation to effect any such conversion, shall require
the affirmative vote of seventy-five percent (75%) of the
outstanding shares of stock of the Corporation.  Such affirmative
vote shall be in addition to the vote of the holders of the
Common Stock of the Corporation otherwise required by law or any
agreement between the Corporation and any national securities
exchange.

                   (4)    (a)   Notwithstanding any other
provision of the Charter, and subject to the exceptions provided
in Paragraph (d) of this Section (4), the types of transactions
described in Paragraph (c) of this Section (4) shall require the
affirmative vote of seventy-five percent (75%) of the outstanding
shares of Common Stock of the Corporation when a Principal
Shareholder (as defined in Paragraph (b) of this Section (4)) is
a party to the transaction.  Such affirmative vote shall be in
addition to the vote of the holders of the stock of the
Corporation otherwise required by law or any agreement between
the Corporation and any national securities exchange.

                          (b)   The term "Principal Shareholder"
shall mean any corporation, person or other entity which is the
beneficial owner, directly or indirectly, of more than five
percent (5%) of the outstanding shares of stock of the
Corporation and shall include any affiliate or associate, as such
terms are defined in clause (B) below, of a Principal
Shareholder.  For the purposes of this Section (4), in addition
to the shares of stock which a corporation, person or other
entity beneficially owns directly, (i) any corporation, person or
other entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation (A) which it has the right to
acquire pursuant to any agreement or upon exercise of conversion
rights or warrants, or otherwise (but excluding stock options
granted by the Corporation) or (B) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (A) above), by any other corporation,
person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of stock of the Corporation, or which is its
"affiliate" or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect from time to time, and (ii) the
outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (A)


                                8



<PAGE>

and (B) above but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of
conversion rights or warrants, or otherwise.

                          (c)   This Section (4) shall apply to
the following transactions:

                                (i)   The merger, consolidation
         or statutory share exchange of the Corporation with or
         into any Principal Shareholder.

                                (ii)  The issuance of any
         securities of the Corporation to any Principal
         Shareholder for cash except upon (1) reinvestment of
         dividends pursuant to a dividend reinvestment plan of
         the Corporation or (2) issuance of any securities of the
         Corporation upon the exercise of any stock subscription
         rights distributed by the Corporation or (3) a public
         offering by the Corporation registered under the
         Securities Act of 1933.

                                (iii) The sale, lease or exchange
         of all or any substantial part of the assets of the
         Corporation to any Principal Shareholder (except assets
         having an aggregate fair market value of less than
         $1,000,000, aggregating for the purpose of such
         computation all assets sold, leased or exchanged in any
         series of similar transactions within a twelve-month
         period).

                                (iv)  The sale, lease or exchange
         to the Corporation or any subsidiary thereof, in
         exchange for securities of the Corporation, of any
         assets of any Principal Shareholder (except assets
         having an aggregate fair market value of less than
         $1,000,000, aggregating for the purposes of such
         computation all assets sold, leased or exchanged in any
         series of similar transactions within a twelve-month
         period).

                          (d)   The provisions of this
Section (4) shall not be applicable to (i) any of the
transactions described in Paragraph (c) of this Section if the
Continuing Directors of the Corporation (as defined below) shall
by resolution have approved a memorandum of understanding with
such Principal Shareholder with respect to and substantially
consistent with such transaction, or (ii) any such transaction
with any corporation of which a majority of the outstanding
shares of all classes of stock normally entitled to vote in
elections of directors is owned of record or beneficially by the
Corporation and its subsidiaries.  A "Continuing Director" is a


                                9



<PAGE>

Director who (i) was a Director on the date of the closing of the
initial public offering of the Corporation's Common Stock or (ii)
subsequently became a Director and whose election, or nomination
for election by the Corporation's stockholders, was approved by a
vote of a majority of the Continuing Directors then on the Board
of Directors.

                          (e)   The Board of Directors shall have
the power and duty to determine for the purposes of this
Section 4 on the basis of information known to the Corporation,
whether (i) a corporation, person or entity beneficially owns
more than five percent (5%) of the outstanding shares of any
class of stock of the Corporation, (ii) a corporation, person or
entity is an "affiliate" or "associate" (as defined above) of
another, (iii) the assets being acquired or leased to or by the
Corporation, or any subsidiary thereof, constitute a substantial
part of the assets of the Corporation and have an aggregate fair
market value of less than $1,000,000, and (iv) the memorandum of
understanding referred to in Paragraph (d) hereof is
substantially consistent with the transaction covered thereby.
Any such determination shall be conclusive and binding for all
purposes of this Article.

                   (5)    Any determination made in good faith by
or pursuant to the direction of the Board of Directors, as to the
amount of the assets, debts, obligations, or liabilities of the
Corporation, as to the amount of any reserves or charges set up
and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall
have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged), as to the
value of or the method of valuing any investment owned or held by
the Corporation, as to the market value or fair value of any
investment or fair value of any other asset of the Corporation,
as to the number of shares of the Corporation outstanding, as to
the estimated expense to the Corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in an orderly fashion, or as to any other matters
relating to the issue, sale, purchase or other acquisition or
disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation
and all holders of its shares, past, present and future, and
shares of the Corporation are issued and sold on the condition
and understanding that any and all such determinations shall be
binding as aforesaid.

                   (6)    The liquidation or dissolution of the
Corporation and any amendments to the Charter to terminate the
Corporation's existence shall require the affirmative vote of


                               10



<PAGE>

seventy-five percent (75%) of the outstanding shares of Common
Stock of the Corporation, provided, however, that if a majority
of the Continuing Directors shall have approved the liquidation
or dissolution of the Corporation, such action shall require the
affirmative vote of a majority of the votes entitled to be cast.

         EIGHTH:   (1)    To the fullest extent that limitations
on the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages.  This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.

                   (2)    The Corporation shall indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law.  The
Corporation shall indemnify and advance expenses to its officers
to the same extent as its directors and to such further extent as
is consistent with law.  The Board of Directors may by Bylaw,
resolution or agreement make further provisions for
indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation
Law.

                   (3)    No provision of this Article EIGHTH
shall be effective to protect or purport to protect any director
or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct to his office.

                   (4)    References to the Maryland General
Corporation Law in this Article EIGHTH are to that law as from
time to time amended.  No amendment to the Charter of the
Corporation shall affect any right of any person under this
Article EIGHTH based on any event, omission or proceeding prior
to the amendment.

         NINTH:    (1)    The Corporation reserves the right to
amend, alter, change or repeal any provision contained in the
Charter in the manner now or hereafter prescribed by the laws of
the State of Maryland, including any amendment which alters the
contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders
herein are granted subject to this reservation.



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<PAGE>

                   (2)    Notwithstanding Section (1) of this
Article NINTH or any other provisions of the Charter, no
amendment to the Charter shall amend, alter, change or repeal any
of the provisions of Article THIRD, Article SIXTH, Sections (3),
(4) and (6) of Article SEVENTH and this Article NINTH unless the
amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote of seventy-five percent (75%)
of the outstanding shares of Common Stock of the Corporation.
Such affirmative vote shall be in addition to the vote of the
holders of the stock of the Corporation otherwise required by law
or any agreement between the Corporation and any national
securities exchange.



          [Remainder of page intentionally left blank]





































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         IN WITNESS WHEREOF, the undersigned, being the
incorporator of the Corporation, has adopted and signed these
Amended Articles of Incorporation for the purpose of forming the
corporation described herein pursuant to the Maryland General
Corporation Law and does hereby acknowledge that said adoption
and signing are her act.


                                      /s/Kathleen K. Clarke
                                      _________________________
                                      Kathleen K. Clarke


Dated:  November 29, 2001







































                               13



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                            EXHIBIT B


          ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

             ARTICLES OF AMENDMENT AND RESTATEMENT

         1.  Alliance National Municipal Income Fund, Inc., a
Maryland corporation (the "Corporation"), desires to amend and
restate its charter as currently in effect and as hereinafter
amended.

         2.  The following provisions are all the provisions of
the charter currently in effect and as hereinafter amended:

         FIRST:    (1)  The name of the incorporator is Kathleen
K. Clarke.

                   (2)  The incorporator's post office address is
1200 G Street, N.W., Washington, DC 20005.

                   (3)  The incorporator is over eighteen years
of age.

                   (4)  The incorporator does hereby form the
corporation named herein under the general laws of the State of
Maryland.

         SECOND:   The name of the corporation (hereinafter
called the "Corporation") is Alliance National Municipal Income
Fund, Inc.

         THIRD:    The purpose for which the Corporation is
formed is to conduct and carry on the business of an investment
company registered under the Investment Company Act of 1940.  The
Corporation shall have all of the powers granted to corporations
by the Maryland General Corporation Law now or hereafter in
force.

         FOURTH:   The post office address of the principal
office of the Corporation within the State of Maryland is 300
Lombard Street, Baltimore, Maryland 21202, in care of The
Corporation Trust Incorporated.

         The resident agent of the Corporation in the State of
Maryland is The Corporation Trust Incorporated, 300 Lombard
Street, Baltimore, Maryland 21202.

         FIFTH:    The total number of shares of stock which the
Corporation shall have authority to issue is Two Billion
(2,000,000,000), par value $.001 per share, all of which


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<PAGE>

initially shall be Common Stock.  The aggregate par value of all
authorized shares of stock having par value is Two Million
Dollars ($2,000,000).  If shares of one class of stock are
classified or reclassified into shares of another class of stock
pursuant to Article SEVENTH, the number of authorized shares of
the former class shall be automatically decreased and the number
of shares of the latter class shall be automatically increased,
in each case by the number of shares so classified or
reclassified, so that the aggregate number of shares of stock of
all classes that the Corporation has authority to issue shall not
be more than the total number of shares of stock set forth in the
first sentence of this paragraph.  All shares of stock of the
Corporation shall be subject to the charter of the Corporation
(the "Charter") and the Bylaws of the Corporation, including,
without limitation, the following provisions:

                   (1)    The Corporation may issue shares of
stock in fractional denominations to the same extent as its whole
shares, and shares in fractional denominations shall be shares of
stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including
without limitation, the right to vote, the right to receive
dividends and distributions, and the right to participate upon
liquidation of the Corporation, but excluding the right to
receive a stock certificate representing fractional shares.

                   (2)    No holder of any shares of stock of the
Corporation shall be entitled to any preemptive rights except
those that the Board of Directors may determine from time to
time.

                   (3)    All persons who shall acquire stock or
other securities of the Corporation shall acquire the same
subject to the provisions of the Charter and the Bylaws, each as
from time to time amended.

                   (4)    The Board of Directors, without any
action by the stockholders of the Corporation, may amend the
Charter from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of stock of any
class or series that the Corporation has authority to issue.

         SIXTH:    (1)    The Corporation initially shall have
one director.  The number of directors of the Corporation may be
changed only by the Board of Directors pursuant to the Bylaws of
the Corporation, but the number of directors shall never be less
than the number prescribed by the Maryland General Corporation
Law.  The term of office of a director in office at the time of
any decrease in the number of directors shall not be affected as
a result thereof.  The name of the initial director of the
Corporation is Edmund P. Bergan, Jr.


                               15



<PAGE>

                   (2)    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 specified in Section (1) of this Article SIXTH
and the Bylaws of the Corporation, the number of directors in
each class shall be determined by resolution of the Board of
Directors.  The term of office of each director in the first
class shall continue to the date of the annual meeting of
stockholders held one year after the Initial Annual Meeting and
until his successor is elected and qualifies.  The term of office
of each director in the second class shall continue to the date
of the annual meeting of stockholders held two years after the
Initial Annual Meeting and until his successor is elected and
qualifies.  The term of office of each director in the third
class shall continue to the date of the annual meeting of
stockholders held three years after the Initial Annual Meeting
and until his successor is elected and qualifies.  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
number of directorships shall be apportioned among the classes so
as to maintain the classes as nearly equal in number as possible.

                   (3)  The Corporation elects, at such time as
such election becomes available under Section 3-802(b) of the
Maryland General Corporation Law, that, except as may be provided
by the Board of Directors in setting the terms of any class or
series of preferred stock of the Corporation, any and all
vacancies on the Board of Directors may be filled only by the
affirmative vote of a majority of the remaining directors in
office, even if the remaining directors do not constitute a
quorum, and any director elected to fill a vacancy shall serve
for the remainder of the full term of the directorship in which
such vacancy occurred.

                   (4)    A director may be removed only for
cause by the affirmative vote of seventy-five percent (75%) of
the votes entitled to be cast for the election of such director.

         SEVENTH:  The following provisions are inserted for the
purpose of defining, limiting and regulating the powers of the
Corporation, the Board of Directors and the stockholders.

                   (1)    The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors which shall have and may exercise all powers of the
Corporation except those powers which are by law, by the Charter
or by the Bylaws conferred upon or reserved to the stockholders.



                               16



<PAGE>

In furtherance and not in limitation of the powers conferred by
law, the Board of Directors shall have power:

                          (a)   to make, alter and repeal the
         Bylaws of the Corporation;

                          (b)   to issue and sell, from time to
         time, shares of any class of the Corporation's stock in
         such amounts and on such terms and conditions, and for
         such amount and kind of consideration, as the Board of
         Directors shall determine;

                          (c)   from time to time to determine
         the net asset value per share of the Corporation's stock
         or to establish methods to be used by the Corporation's
         officers, employees or agents for determining the net
         asset value per share of the Corporation's stock;

                          (d)   from time to time to determine to
         what extent and at what times and places and under what
         conditions and regulations the accounts, books and
         records of the Corporation, or any of them, shall be
         open to the inspection of the stockholders; and no
         stockholder shall have any right to inspect any account
         or book or document of the Corporation, except as
         conferred by the laws of the State of Maryland, unless
         and until authorized to do so by resolution of the Board
         of Directors; and

                          (e)   to classify or to reclassify,
         from time to time, any unissued shares of stock of the
         Corporation, whether now or hereafter authorized, by
         setting, changing or eliminating the preferences,
         conversion or other rights, voting powers, restrictions,
         limitations as to dividends and other distributions,
         qualifications or terms and conditions of or rights to
         require redemption of the stock and any of the terms of
         any class or series of stock set or changed pursuant to
         this paragraph (e) may be made dependent upon facts or
         events ascertainable outside the Charter (including
         determinations by the Board of Directors or other facts
         or events within the control of the Corporation) and may
         vary among holders thereof, provided that the manner in
         which such facts, events or variations shall operate
         upon the terms of such class or series of stock is
         clearly and expressly set forth in the articles
         supplementary relating to such class or series of stock
         filed with the State Department of Assessments and
         Taxation of Maryland.




                               17



<PAGE>

                   (2)    Except as provided in Article SIXTH,
Sections (3), (4) and (6) of this Article SEVENTH and in Article
NINTH, notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of
the votes of the Corporation's stock entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon subject to any
applicable requirements of the Investment Company Act of 1940, as
in effect from time to time, or rules, regulations or orders
thereunder promulgated by the Securities and Exchange Commission
or any successor thereto.

                   (3)    Notwithstanding any other provisions of
the Charter, the conversion of the Corporation from a closed-end
company to an open-end company and any amendment to the Charter
of the Corporation to effect any such conversion, shall require
the affirmative vote of seventy-five percent (75%) of the
outstanding shares of stock of the Corporation.  Such affirmative
vote shall be in addition to the vote of the holders of the
Common Stock of the Corporation otherwise required by law or any
agreement between the Corporation and any national securities
exchange.

                   (4)    (a)   Notwithstanding any other
provision of the Charter, and subject to the exceptions provided
in Paragraph (d) of this Section (4), the types of transactions
described in Paragraph (c) of this Section (4) shall require the
affirmative vote of seventy-five percent (75%) of the outstanding
shares of Common Stock of the Corporation when a Principal
Shareholder (as defined in Paragraph (b) of this Section (4)) is
a party to the transaction.  Such affirmative vote shall be in
addition to the vote of the holders of the stock of the
Corporation otherwise required by law or any agreement between
the Corporation and any national securities exchange.

                          (b)   The term "Principal Shareholder"
shall mean any corporation, person or other entity which is the
beneficial owner, directly or indirectly, of more than five
percent (5%) of the outstanding shares of stock of the
Corporation and shall include any affiliate or associate, as such
terms are defined in clause (B) below, of a Principal
Shareholder.  For the purposes of this Section (4), in addition
to the shares of stock which a corporation, person or other
entity beneficially owns directly, (i) any corporation, person or
other entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation (A) which it has the right to
acquire pursuant to any agreement or upon exercise of conversion
rights or warrants, or otherwise (but excluding stock options
granted by the Corporation) or (B) which are beneficially owned,
directly or indirectly (including shares deemed owned through


                               18



<PAGE>

application of clause (A) above), by any other corporation,
person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of stock of the Corporation, or which is its
"affiliate" or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect from time to time, and (ii) the
outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (A)
and (B) above but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of
conversion rights or warrants, or otherwise.

                          (c)   This Section (4) shall apply to
the following transactions:

                                (i)   The merger, consolidation
         or statutory share exchange of the Corporation with or
         into any Principal Shareholder.

                                (ii)  The issuance of any
         securities of the Corporation to any Principal
         Shareholder for cash except upon (1) reinvestment of
         dividends pursuant to a dividend reinvestment plan of
         the Corporation or (2) issuance of any securities of the
         Corporation upon the exercise of any stock subscription
         rights distributed by the Corporation or (3) a public
         offering by the Corporation registered under the
         Securities Act of 1933.

                                (iii) The sale, lease or exchange
         of all or any substantial part of the assets of the
         Corporation to any Principal Shareholder (except assets
         having an aggregate fair market value of less than
         $1,000,000, aggregating for the purpose of such
         computation all assets sold, leased or exchanged in any
         series of similar transactions within a twelve-month
         period).

                                (iv)  The sale, lease or exchange
         to the Corporation or any subsidiary thereof, in
         exchange for securities of the Corporation, of any
         assets of any Principal Shareholder (except assets
         having an aggregate fair market value of less than
         $1,000,000, aggregating for the purposes of such
         computation all assets sold, leased or exchanged in any
         series of similar transactions within a twelve-month
         period).




                               19



<PAGE>

                          (d)   The provisions of this
Section (4) shall not be applicable to (i) any of the
transactions described in Paragraph (c) of this Section if the
Continuing Directors of the Corporation (as defined below) shall
by resolution have approved a memorandum of understanding with
such Principal Shareholder with respect to and substantially
consistent with such transaction, or (ii) any such transaction
with any corporation of which a majority of the outstanding
shares of all classes of stock normally entitled to vote in
elections of directors is owned of record or beneficially by the
Corporation and its subsidiaries.  A "Continuing Director" is a
Director who (i) was a Director on the date of the closing of the
initial public offering of the Corporation's Common Stock or (ii)
subsequently became a Director and whose election, or nomination
for election by the Corporation's stockholders, was approved by a
vote of a majority of the Continuing Directors then on the Board
of Directors.

                          (e)   The Board of Directors shall have
the power and duty to determine for the purposes of this
Section 4 on the basis of information known to the Corporation,
whether (i) a corporation, person or entity beneficially owns
more than five percent (5%) of the outstanding shares of any
class of stock of the Corporation, (ii) a corporation, person or
entity is an "affiliate" or "associate" (as defined above) of
another, (iii) the assets being acquired or leased to or by the
Corporation, or any subsidiary thereof, constitute a substantial
part of the assets of the Corporation and have an aggregate fair
market value of less than $1,000,000, and (iv) the memorandum of
understanding referred to in Paragraph (d) hereof is
substantially consistent with the transaction covered thereby.
Any such determination shall be conclusive and binding for all
purposes of this Article.

                   (5)    Any determination made in good faith by
or pursuant to the direction of the Board of Directors, as to the
amount of the assets, debts, obligations, or liabilities of the
Corporation, as to the amount of any reserves or charges set up
and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall
have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged), as to the
value of or the method of valuing any investment owned or held by
the Corporation, as to the market value or fair value of any
investment or fair value of any other asset of the Corporation,
as to the number of shares of the Corporation outstanding, as to
the estimated expense to the Corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in an orderly fashion, or as to any other matters


                               20



<PAGE>

relating to the issue, sale, purchase or other acquisition or
disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation
and all holders of its shares, past, present and future, and
shares of the Corporation are issued and sold on the condition
and understanding that any and all such determinations shall be
binding as aforesaid.

                   (6)    The liquidation or dissolution of the
Corporation and any amendments to the Charter to terminate the
Corporation's existence shall require the affirmative vote of
seventy-five percent (75%) of the outstanding shares of Common
Stock of the Corporation, provided, however, that if a majority
of the Continuing Directors shall have approved the liquidation
or dissolution of the Corporation, such action shall require the
affirmative vote of a majority of the votes entitled to be cast.

         EIGHTH:   (1)    To the fullest extent that limitations
on the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages.  This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.

                   (2)    The Corporation shall indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law.  The
Corporation shall indemnify and advance expenses to its officers
to the same extent as its directors and to such further extent as
is consistent with law.  The Board of Directors may by Bylaw,
resolution or agreement make further provisions for
indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation
Law.

                   (3)    No provision of this Article EIGHTH
shall be effective to protect or purport to protect any director
or officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct to his office.

                   (4)    References to the Maryland General
Corporation Law in this Article EIGHTH are to that law as from
time to time amended.  No amendment to the Charter of the
Corporation shall affect any right of any person under this


                               21



<PAGE>

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

         NINTH:    (1)    The Corporation reserves the right to
amend, alter, change or repeal any provision contained in the
Charter in the manner now or hereafter prescribed by the laws of
the State of Maryland, including any amendment which alters the
contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                   (2)    Notwithstanding Section (1) of this
Article NINTH or any other provisions of the Charter, no
amendment to the Charter shall amend, alter, change or repeal any
of the provisions of Article THIRD, Article SIXTH, Sections (3),
(4) and (6) of Article SEVENTH and this Article NINTH unless the
amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote of seventy-five percent (75%)
of the outstanding shares of Common Stock of the Corporation.
Such affirmative vote shall be in addition to the vote of the
holders of the stock of the Corporation otherwise required by law
or any agreement between the Corporation and any national
securities exchange.

         3.  The amendment to and restatement of the charter as
hereinabove set forth has been duly approved pursuant to Section
2-603 (c) of the Maryland General Corporation Law by the Board of
Directors. The Corporation has no stock outstanding.

         4.  The current address of the principal office of the
Corporation is as set forth in Article Fourth of the foregoing
amendment and restatement of the charter.

         5.  The name and address of the Corporation's current
resident agent is as set forth in Article Fourth of the foregoing
amendment and restatement of the charter.

         6.  The number of directors of the Corporation and the
names of those currently in office are as set forth in Article
Sixth of the foregoing amendment and restatement of the charter.

         7.  The number of authorized shares of stock of the
Corporation is not changed by the foregoing amendment and
restatement of the charter.

         The undersigned President acknowledges these Articles of
Amendment and Restatement to be the corporate act of the
Corporation and further, as to all matters or facts required to
be verified under oath, the undersigned President acknowledges,
that to the best of his knowledge, information and belief, the
matters and facts set forth herein are true in all material


                               22



<PAGE>

respects and that this statement is made under the penalties for
perjury.



















































                               23
00250209.AO5

</TEXT>
</DOCUMENT>
