<DOCUMENT>
<TYPE>EX-99.2B BYLAWS
<SEQUENCE>4
<FILENAME>b_00250209aj4.txt
<TEXT>



<PAGE>




                             BYLAWS

                               OF

          ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

                        ________________

                            ARTICLE I

                             Offices

         Section 1.  Principal Office in Maryland.  The

Corporation shall have a principal office in the City of

Baltimore, or at such other place as the Board of Directors may

designate in the State of Maryland.

         Section 2.  Additional Offices.  The Corporation may

have additional offices, including a principal executive office,

at such places 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 the principal executive office of the

Corporation or at other such place as shall be set by the Board

of Directors and stated in the notice of meeting.

         Section 2.  Annual Meetings.  Annual meetings of

stockholders shall be held on a date and at a time set 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




<PAGE>


year of the Corporation, for the election of directors and the

transaction of any other business within the powers of the

Corporation.

         Section 3.  Special Meetings.  (a)  General.  The

chairman, president or Board of Directors may call a special

meeting of the stockholders.  Subject to subsection (b) of this

Section 3, a special meeting of stockholders shall also be called

by the secretary of the Corporation upon the written request of

the stockholders entitled to cast not less than a majority of all

the votes entitled to be cast at such meeting. Except as provided

in Subsection (b) of this Section 3, any special meeting shall be

held at such place, date and time as may be designated by the

chairman, president and Board of Directors, whoever has called

the meeting.  In setting a date of any special meeting, the

chairman, president or Board of Directors may consider such

factors as he, she or it deems relevant within the good faith

exercise of business judgment, including, without limitation, the

nature of the matters to be considered, the facts and

circumstances surrounding any request for a meeting and any plan

of the Board of Directors to call an annual meeting or a special

meeting.

         (b)  Stockholder Requested Special Meetings.  (1)  Any

stockholder of record seeking to have stockholders request a

special meeting shall, by sending written notice to the secretary

of the Corporation (the "Record Date Request Notice") by




                                2




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certified or registered mail, return receipt requested, request

the Board of Directors to set a record date to determine the

stockholders entitled to request a special meeting (the "Request

Record Date").  The Record Date Request Notice shall set forth

the purpose of the requested special meeting and the matters

proposed to be acted on at such special meeting, shall be signed

by one or more stockholders of record as of the date of signature

(or their duly authorized agents), shall bear the date of

signature of each such stockholder (or duly authorized agent) and

shall set forth all information relating to each such stockholder

that must be disclosed in solicitations of proxies for election

of directors in an election contest (even if an election contest

is not involved), or is otherwise required, in each case pursuant

to Regulation 14A (or any successor provision) under the

Securities Exchange Act of 1934, as amended (the "Exchange Act"),

and Rule 14a-11 (or any successor provision) thereunder.  Upon

receiving the Record Date Request Notice, the Board of Directors

may set a Request Record Date.  The Request Record Date shall not

precede and shall not be more than twenty days after the close of

business on the date on which the resolution setting the Request

Record Date is adopted by the Board of Directors.  If the Board

of Directors, within twenty days after the date on which a valid

Record Date Request Notice is received, fails to adopt a

resolution setting the Request Record Date and make a public

announcement of such Request Record Date, the Request Record Date




                                3




<PAGE>


shall be the close of business on the twentieth day after the

first date on which the Record Date Request Notice is actually

received by the secretary.

              (2) In order for any stockholder to request a

special meeting, one or more written requests for a special

meeting, signed by stockholders of record (or their duly

authorized agents) as of the Request Record Date entitled to cast

not less than a majority (the "Special Meeting Percentage") of

all of the votes entitled to be cast at such meeting (the

"Special Meeting Request") shall be delivered to the secretary.

In addition, the Special Meeting Request shall set forth the

purpose of the meeting and the matters proposed to be acted on at

the meeting (which shall be limited to the matters set forth in

the Record Date Request Notice received by the secretary of the

Corporation), shall be signed by one or more persons who as of

the Request Record Date are stockholders of record (or their duly

authorized agents), shall bear the date of signature of each such

stockholder (or duly authorized agent) signing the Special

Meeting Request, shall set forth the name and address, as they

appear in the Corporation's stock ledger, of each stockholder

signing such request (or on whose behalf the Special Meeting

Request is signed) and the class and number of shares of stock of

the Corporation which are owned of record and beneficially by

each such stockholder, shall be sent to the secretary by

certified or registered mail, return receipt requested, and shall




                                4




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be received by the secretary within sixty days after the Request

Record Date.  Any requesting stockholder may revoke his, her or

its request for a special meeting at any time by written

revocation delivered to the secretary.

              (3) The secretary shall inform the requesting

stockholders of the reasonably estimated cost of preparing and

mailing the notice of the special meeting (including the

Corporation's proxy materials).  The secretary shall not be

required to call a special meeting upon stockholder request and

such meeting shall not be held unless, in addition to the

documents required by paragraph (2) of this Section 3(b), the

secretary receives payment of such reasonably estimated cost

prior to the mailing of any notice of the meeting.

              (4) A special meeting called by the secretary upon

the request of stockholders (a "Stockholder Requested Meeting")

shall be held at such place, date and time as may be designated

by the Board of Directors; provided, however, that the date of

any Stockholder Requested Meeting shall be not more than ninety

days after the record date for such meeting (the "Meeting Record

Date"); and provided further that if the Board of Directors fails

to designate, within ten days after the date that a valid Special

Meeting Request is actually received by the secretary (the

"Delivery Date"), a date and time for a Stockholder Requested

Meeting, then such meeting shall be held at 2:00 p.m. local time

on the ninetieth day after the Meeting Record Date or, if such




                                5




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ninetieth day is not a Business Day (as defined below), on the

first preceding Business Day; and provided further that in the

event that the Board of Directors fails to designate a place for

a Stockholder Requested Meeting within ten days after the

Delivery Date, then such meeting shall be held at the principal

executive offices of the Corporation.  In the case of any

Stockholder Requested Meeting, if the Board of Directors fails to

set a Meeting Record Date that is a date within thirty days after

the Delivery Date, then the close of business on the thirtieth

day after the Delivery Date shall be the Meeting Record Date.

              (5) If at any time as a result of written

revocations of requests for the special meeting, stockholders of

record (or their duly authorized agents) as of the Request Record

Date for the meeting entitled to cast less than the Special

Meeting Percentage shall have delivered and not revoked requests

for the special meeting, the secretary may refrain from mailing

the notice of the meeting or, if the notice of the meeting has

been mailed, the secretary may revoke the notice of the meeting

at any time before ten days prior to the meeting if the secretary

has first sent to all other requesting stockholders written

notice of such revocation and of the intention to revoke the

notice of the meeting.  Any request for a special meeting

received after a revocation by the secretary of a notice of a

meeting shall be considered a request for a new special meeting.






                                6




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              (6) The Corporation may engage regionally or

nationally recognized independent inspectors of elections to act

as the agent of the Corporation for the purpose of promptly

performing a ministerial review of the validity of any purported

Special Meeting Request received by the secretary.  For the

purpose of permitting the inspectors to perform such review, no

such purported request shall be deemed to have been received by

the secretary until the earlier of (i) five Business Days after

actual receipt by the secretary of such purported request and

(ii) such date as the independent inspectors certify to the

Corporation that the valid requests received by the secretary

represent at least a majority of the issued and outstanding

shares of stock that would be entitled to vote at such meeting.

Nothing contained in this paragraph (6) shall in any way be

construed to suggest or imply that the Corporation or any

stockholder shall not be entitled to contest the validity of any

request, whether during or after such five Business Day period,

or to take any other action (including, without limitation, the

commencement, prosecution or defense of any litigation with

respect thereto, and the seeking of injunctive relief in such

litigation).

              (7) For purposes of these Bylaws, "Business Day"

shall mean any day other than a Saturday, a Sunday or a day on

which banking institutions in the State of New York are

authorized or obligated by law or executive order to close.




                                7




<PAGE>


         Section 4.  Notice of Meetings. Not less than ten nor

more than ninety days before each meeting of stockholders, the

secretary shall give to each stockholder entitled to vote at such

meeting and to each stockholder not entitled to vote thereat who

is entitled to notice of the meeting written notice stating the

time and place of the meeting and, in the case of a special

meeting or as otherwise may be required by any statute, the

purpose for which the meeting is called, either by mail, by

presenting it to such stockholder personally, by leaving it at

such stockholder's residence or usual place of business or by any

other means permitted by Maryland law.  If mailed, such notice

shall be deemed to be given when deposited in the United States

mail addressed to the stockholder at the stockholder's address as

it appears on the records of the Corporation, with postage

thereon prepaid.

         Section 5.  Scope of Notice.  Subject to Section 7 of

this Article II of these Bylaws, any business of the Corporation

may be transacted at an annual meeting of the stockholders

without being specifically designated in the notice, except such

business as is required by any statute to be stated in such

notice. Business transacted at any special meeting of

stockholders shall be limited to the purposes stated in the

notice thereof.

         Section 6.  Quorum, Adjournment of Meeting.  At any

meeting of stockholders, the presence in person or by proxy of




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the holders of a majority of the shares of stock of the

Corporation entitled to vote at such meeting shall constitute a

quorum; but this section shall not affect any requirement under

any statute or the charter of the Corporation (the "Charter") for

the vote necessary for the adoption of any measure.  If, however,

a quorum shall not be present at any meeting of the stockholders,

the chairman of the meeting or the stockholders entitled to vote

at such meeting, present in person or by proxy, shall have the

power to adjourn the meeting from time to time to a date not more

than 120 days after the original record date without notice other

than announcement at the meeting.  At such adjourned meeting at

which a quorum is present, any business may be transacted which

might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy at a

meeting which has been duly called and convened may continue to

transact business until adjournment, notwithstanding the

withdrawal of enough stockholders to leave less than a quorum.

Section 7.    Nominations and Proposals by Stockholders.

         (a)  Annual Meetings of Stockholders.  (1) Nominations

of persons for election to the Board of Directors and the

proposal of business to be considered by the stockholders may be

made at an annual meeting of stockholders (i) pursuant to the

Corporation's notice of meeting, (ii) by or at the direction of

the Board of Directors or (iii) by any stockholder of the

Corporation who was a stockholder of record both at the time of




                                9




<PAGE>


giving of notice provided for in this Section 7(a) and at the

time of the annual meeting, who is entitled to vote at the

meeting and who complied with the notice procedures set forth in

this Section 7(a).

              (2) For nominations for election to the Board of

Directors or other business to be properly brought before an

annual meeting by a stockholder pursuant to clause (iii) of

paragraph (a)(1) of this Section 7, the stockholder must have

given timely notice thereof in writing to the secretary of the

Corporation and such other business must otherwise be a proper

matter for action by the stockholders.  To be timely, a

stockholder's notice must be delivered to the secretary at the

principal executive office of the Corporation by no later than

the close of business on the ninetieth day prior to the first

anniversary of the date of mailing of the notice for the

preceding year's annual meeting nor earlier than the close of

business on the 120th day prior to the first anniversary of the

date of mailing of the notice for the preceding year's annual

meeting; provided, however, that in the event that the date of

the mailing of the notice of the annual meeting is advanced by

more than thirty days or delayed by more than sixty days from the

anniversary date of the mailing of the notice of the preceding

year's annual meeting, notice by the stockholder to be timely

must be so delivered not earlier than the close of business on

the 120th day prior to the date of mailing of the notice for the




                               10




<PAGE>


annual meeting and not later than the close of business on the

later of the ninetieth day prior to the annual meeting or the

tenth day following the day on which public announcement of the

date of such meeting is first made by the Corporation.  In no

event shall the public announcement of a postponement of the

mailing of the notice for such annual meeting or adjournment or

postponement of an annual meeting to a later date or time

commence a new time period for the giving of a stockholder's

notice as described above.  Such a stockholder's notice shall set

forth (i) as to each person whom the stockholder proposes to

nominate for election or reelection as a director, (a) the name,

age, business address and residence address of such person, (b)

the class and number of shares of stock of the Corporation that

are beneficially owned by such person, (c) whether such

stockholder believes any nominee will be an "interested person"

of the Corporation (as defined in the Investment Company Act of

1940, as amended), and if not an "interested person", information

regarding each nominee that will be sufficient for the

Corporation to make such determination, and (d) all other

information relating to such person that is required to be

disclosed in solicitations of proxies for election of directors

in an election contest (even if an election contest is not

involved), or is otherwise required, in each case pursuant to

Regulation 14A (or any successor provision) under the Exchange

Act (including such person's written consent to being named in




                               11




<PAGE>


the proxy statement as a nominee and to serving as a director if

elected); (ii) as to any other business that the stockholder

proposes to bring before the meeting, a description of the

business desired to be brought before the meeting, the reasons

for conducting such business at the meeting and any material

interest in such business of such stockholder (including any

anticipated benefit to the stockholder therefrom) and of each

beneficial owner, if any, on whose behalf the proposal is made;

and (iii) as to the stockholder giving the notice and each

beneficial owner, if any, on whose behalf the nomination or

proposal is made, (x) the name and address of such stockholder,

as they appear on the Corporation's stock ledger and the current

name and address, if different, of such beneficial owner, and (y)

the class and number of shares of each class of stock of the

Corporation which are owned beneficially and of record by such

stockholder and such beneficial owner.

              (3) Notwithstanding anything in subsection (a) of

this Section 7 to the contrary, in the event that the number of

directors to be elected to the Board of Directors is increased

and there is no public announcement by the Corporation naming all

of the nominees for director or specifying the size of the

increased Board of Directors at least 100 days prior to the first

anniversary of the preceding year's annual meeting, a

stockholder's notice required by this Section 7(a) shall also be

considered timely, but only with respect to nominees for any new




                               12




<PAGE>


positions created by such increase, if the notice is delivered to

the secretary at the principal executive offices of the

Corporation not later than the close of business on the tenth day

immediately following the day on which such public announcement

is first made by the Corporation.

         (b)  Special Meetings of Stockholders.  Only such

business shall be conducted at a special meeting of stockholders

as shall have been brought before the meeting pursuant to the

Corporation's notice of meeting.  Nominations of persons for

election to the Board of Directors may be made at a special

meeting of stockholders at which directors are to be elected (i)

pursuant to the Corporation's notice of meeting, (ii) by or at

the direction of the Board of Directors or (iii) provided that

the Board of Directors has determined that directors shall be

elected at such special meeting, by any stockholder of the

Corporation who is a stockholder of record both at the time of

giving of notice provided for in this Section 7(b) and at the

time of the special meeting, who is entitled to vote at the

meeting, and who complied with the notice procedures set forth in

this Section 7(b).  In the event the Corporation calls a special

meeting of stockholders for the purpose of electing one or more

directors to the Board of Directors, any such stockholder may

nominate a person or persons (as the case may be) for election as

a director as specified in the Corporation's notice of meeting,

if the stockholder's notice required by paragraph (a)(2) of this




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<PAGE>


Section 7 shall be delivered to the secretary at the principal

executive offices of the Corporation not earlier than the close

of business on the 120th day prior to such special meeting and

not later than the close of business on the later of the

ninetieth day prior to such special meeting or the tenth day

following the day on which public announcement is first made of

the date of the special meeting and each nominee proposed by the

Board of Directors to be elected at such meeting.  In no event

shall the public announcement of a postponement or adjournment of

a special meeting commence a new time period for the giving of a

stockholder's notice as described above.

         (c)  General.  (1)  Upon written request by the

secretary or the Board of Directors or any committee thereof, any

stockholder proposing a nominee for election as a director or any

proposal for other business at a meeting of stockholders shall

provide, within three business days of delivery of such request

(or such other period as may be specified in such request),

written verification, satisfactory to the secretary or the Board

or any committee thereof, in his, her or its sole discretion, of

the accuracy of any information submitted by the stockholder

pursuant to this Section 7.  If a stockholder fails to provide

such written verification within such period, the secretary or

the Board of Directors or any committee thereof may treat the

information as to which written verification was requested as not






                               14




<PAGE>


having been provided in accordance with the procedures set forth

in this Section 7.

              (2) Only such persons who are nominated in

accordance with the procedures set forth in this Section 7 shall

be eligible to serve as directors, and only such business shall

be conducted at a meeting of stockholders as shall have been

brought before the meeting in accordance with the procedures set

forth in this Section 7.  The chairman of the meeting shall have

the power and duty to determine whether a nomination or any other

business proposed to be brought before the meeting was made or

proposed, as the case may be, in accordance with the procedures

set forth in this Section 7 and, if any proposed nomination or

business is not in compliance with this Section 7, to declare

that such defective nomination or proposal be disregarded.

              (3) For purposes of this Section 7, (a) "the date

of mailing of the notice" shall mean the date of the proxy

statement for the solicitation of proxies for election of

director's and (b) "public announcement" shall mean disclosure

(i) in a press release either transmitted to the principal

securities exchange on which shares of the Corporation's common

stock are traded or reported by a recognized news service or (ii)

in a document publicly filed by the Corporation with the United

States Securities and Exchange Commission pursuant to the

Exchange Act.






                               15




<PAGE>


              (4) Notwithstanding the foregoing provisions of

Section 7, a stockholder shall also comply with all applicable

requirements of state law and of the Exchange Act and the rules

and regulations thereunder with respect to the matters set forth

in this Section 7.  Nothing in this Section 7 shall be deemed to

affect any right of a stockholder to request inclusion of a

proposal in, nor the right of the Corporation to omit a proposal

from, the Corporation's proxy statement pursuant to Rule 14a-8

(or any successor provision) under the Exchange Act.

         Section 8.  Voting.  A plurality of all the votes cast

at a meeting of stockholders duly called and at which a quorum is

present shall be sufficient to elect a director.  Each share may

be voted for as many individuals as there are directors to be

elected and for whose election the share is entitled to be voted.

A majority of the votes cast at a meeting of stockholders duly

called and at which a quorum is present shall be sufficient to

approve any other matter which may properly come before the

meeting, unless more than a majority of the votes cast is

required by express provision in law (including, in particular,

but not limited to, 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 the Charter.  Unless otherwise provided in the Charter, each

outstanding share, regardless of class, shall be entitled to one






                               16




<PAGE>


vote on each matter submitted to a vote at a meeting of

stockholders.

         Section 9.  Proxies.  A stockholder may cast the votes

entitled to be cast by the shares of stock owned of record by the

stockholder in person or by proxy executed by the stockholder or

by the stockholder's duly authorized agent in any manner

permitted by law.  Such proxy or evidence of authorization of

such proxy shall be filed with the secretary of the Corporation

before or at the meeting, for as long as the polls are open.  No

proxy is valid more than eleven months after 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, 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 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 set, in advance, a record date which

shall not be before the close of business on the day the record

date is fixed and shall not be more than ninety days and, in the

case of a meeting of stockholders, not less than ten days before

the date on which the meeting or particular action requiring such

determination of stockholders is to be taken.  In lieu of setting

a record date, the Board of Directors may provide that the stock




                               17




<PAGE>


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 before 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 the

close of business on the day on which notice of the meeting of

stockholders is mailed or the thirtieth day 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.  When a determination of stockholders

entitled to vote at any meeting of stockholders has been made as

provided in this section, such determination shall apply to any

adjournment thereof, except when (i) the determination has been

made through the closing of the transfer books and the stated

period of closing has expired or (ii) the meeting is adjourned to

a date more than 120 days after the record date fixed for the




                               18




<PAGE>


original meeting, in either of which case a new record date shall

be determined as set forth herein.

         Section 11. Inspectors.  The Board of Directors, in

advance of any meeting, may, but need not, appoint one or more

individual inspectors or one or more entities that designate

individuals as 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 Board of Directors in

advance of the meeting or at the meeting by the chairman of the

meeting.  Each inspector, if any, before entering upon the

discharge of his or her 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 or her

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.  Each such report shall be in writing and




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<PAGE>


signed by him or her or by a majority of them if there is more

than one inspector acting at such meeting.  If there is more than

one inspector, the report of a majority shall be the report of

the inspectors.  The report of the inspector or inspectors on the

number of shares represented at the meeting and the results of

the voting shall be prima facie evidence thereof.  On request of

the chairman of 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 such inspector or the

inspectors and execute a certificate of any fact found by such

inspector or the inspectors.

         Section 12. Organization, Conduct of Meeting.  Every

meeting of stockholders shall be conducted by an individual

appointed by the Board of Directors to be chairman of the

meeting, or in the absence of such appointment, by the chairman

of the board or, in the case of a vacancy in the office or

absence of the chairman of the board, by one of the following

officers present at the meeting:  the vice chairman of the board,

if there be one, the president, the vice presidents in their

order of rank and seniority, and in the absence of such officers,

a chairman chosen by the stockholders by the vote of a majority

of the votes cast by stockholders present in person or by proxy.

The secretary, or, in the secretary's absence, an assistant

secretary, or in the absence of both the secretary and assistant

secretaries, a person appointed by the Board of Directors or, in




                               20




<PAGE>


the absence of such appointment, a person appointed by the

chairman of the meeting shall act as secretary.  In the event

that the secretary presides at a meeting of the stockholders, an

assistant secretary shall record the minutes of the meeting.  The

order of business and all other matters of procedure at any

meeting of stockholders shall be determined by the chairman of

the meeting.  The chairman of the meeting may prescribe such

rules, regulations and procedures and take such action as, in the

discretion of such chairman, are appropriate for the proper

conduct of the meeting, including, without limitation, (a)

restricting admission to the time set for the commencement of the

meeting; (b) limiting attendance at the meeting to stockholders

of record of the Corporation, their duly authorized proxies or

other such persons as the chairman of the meeting may determine;

(c) limiting participation at the meeting on any matter to

stockholders of record of the Corporation entitled to vote on

such matter; (d) limiting the time allotted to questions or

comments by participants; (e) maintaining order and security at

the meeting; (f) directing the removal of any stockholder or

other person who refuses to comply with meeting procedures, rules

or guidelines as set forth by the chairman of the meeting; and

(g) recessing or adjourning the meeting to a later date and time.

Unless otherwise determined by the chairman of the meeting,

meetings of stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure.




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<PAGE>


         Section 13. 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 stockholders meetings.

         Section 14. Voting of Stock by Certain Holders.  Stock

of the Corporation registered in the name of a corporation,

partnership, trust or other entity, if entitled to be voted, may

be voted by the president or a vice president, a general partner

or a trustee thereof, as the case may be, or a proxy appointed by

any of the foregoing individuals, unless some other person who

has been appointed to vote such stock pursuant to a bylaw or a

resolution of the governing body of such corporation or other

entity or agreement of the partners of a partnership presents a

certified copy of such bylaw, resolution or agreement, in which

case such person may vote such stock.  Any fiduciary may vote

stock registered in his, her or its name as such fiduciary,

either in person or by proxy.




                               22




<PAGE>


         Shares of stock of the Corporation directly or

indirectly owned by it shall not be voted at any meeting and

shall not be counted in determining the total number of

outstanding shares entitled to be voted at any given time, unless

they are held by it in a fiduciary capacity, in which case they

may be voted and shall be counted in determining the total number

of outstanding shares at any given time.

         The Board of Directors may adopt by resolution a

procedure by which a stockholder may certify in writing to the

Corporation that any shares of stock registered in the name of

the stockholder are held for the account of a specified person

other than the stockholder.  The resolution shall set forth the

class of stockholders who may make the certification, the purpose

for which the certification may be made, the form of

certification and the information to be contained in it; if the

certification is with respect to a record date or closing of the

stock transfer books, the time after the record date or closing

of the stock transfer books within which the certification must

be received by the Corporation; and any other provisions with

respect to the procedure which the Board of Directors considers

necessary or desirable.  On receipt of such certification, the

person specified in the certification shall be regarded as, for

the purposes set forth in the certification, the stockholder of

record of the specified stock in place of the stockholder who

makes the certification.




                               23




<PAGE>


                           ARTICLE III

                       Board of Directors

         Section 1.  General.  (a)  Number.  The number of

directors constituting the entire Board of Directors may be

increased or decreased from time to time by the vote of the Board

of Directors, provided that the number thereof shall never be

less than the minimum required by the Maryland General

Corporation Law (the "MGCL") nor more than twenty.  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.

If the Corporation shall have issued shares of preferred stock,

while any such shares remain outstanding, the number of directors

shall not be less than six.

         (b)  Tenure.  Beginning with the first annual meeting of

stockholders held after the initial public offering of the shares

of stock of the Corporation 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.  Each director in the first class

shall serve until the next annual meeting of stockholders and

until his successor is duly elected and qualifies.  Each director

in the second class shall serve until the second succeeding

annual meeting of stockholders and until his successor is duly

elected and qualifies.  Each director in the third class shall




                               24




<PAGE>


serve until the third succeeding annual meeting of stockholders

and until his successor is duly 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

directors shall be elected at the annual meeting of stockholders,

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

director elected shall serve until his or her successor is duly

elected and qualifies.

         (c)  Resignation.  Any director may resign at any time

by giving written notice of the resignation to the Board of

Directors, the chairman of the board, the president or secretary.

Any resignation shall take place immediately upon its receipt or

at such later time as may be specified in the notice of

resignation.

         Section 2.  Vacancies and Newly-Created Director-ships.

If for any reason any or all of the directors cease to be

directors, such circumstance shall not terminate the Corporation

or affect these Bylaws or the powers of any remaining directors

hereunder.  Pursuant to the Corporation's election in Article

SIXTH, paragraph (3) of the charter, except as may be provided by

the Board of Directors in setting the terms of any class or

series or preferred stock, any vacancy on the Board of Directors

may be filled only by a majority of the remaining directors, even




                               25




<PAGE>


if the directors do not constitute a quorum.  Any director

elected to fill a vacancy shall serve for the remainder of the

full term of the class in which the vacancy occurred and until a

successor is elected and qualifies.

         Section 3.  Powers.  The business and affairs of the

Corporation shall be managed under the direction of the Board of

Directors.  All powers of the Corporation may be exercised by or

under the authority of the Board of Directors except as conferred

on or reserved to the stockholders by law, by the Charter or

these Bylaws.

         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 (other than this Bylaw)

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.  Special meetings of the Board of Directors

may be called by the chairman, the president or two or more

directors.  The Board of Directors may provide, by resolution,




                               26




<PAGE>


the time and place for the holding of regular meetings of the

Board of Directors without other notice than such resolution.

Notice of any special meeting of the Board of Directors shall be

delivered personally or by telephone, electronic mail, facsimile

transmission, United States mail or courier to each director at

his or her business or residence address.  Notice by personal

delivery, by telephone, electronic mail, facsimile transmission

shall be given at least 24 hours prior to the meeting. Notice by

United States mail shall be given at least three days prior to

the meeting.  Notice by courier shall be given at least two days

before the meeting. Telephone notice shall be deemed to be given

when the director or his or her agent is personally given such

notice in a telephone call to which the director or the

director's agent is a party. Electronic mail notice shall be

deemed to be given upon transmission of the message to the

electronic mail address given to the Corporation by the director.

Facsimile transmission notice shall be deemed to be given upon

completion of the transmission of the message to the number given

to the Corporation by the director and receipt of a completed

answer-back indicating receipt.  Notice by United States mail

shall be deemed to be given when deposited in the United States

mail properly addressed, with postage thereon prepaid.  Notice by

courier shall be deemed to be given when deposited with or

delivered to a courier properly addressed.  Neither the business

to be transacted at, nor the purpose of, any annual, regular or




                               27




<PAGE>


special meeting of the Board of Directors need be stated in the

notice, unless specifically required by statute or these Bylaws.

         Section 6.  Emergency Meetings.  Emergency meetings of

the Board of Directors may be called at any time by the chairman

of the board after notice delivered personally or by telephone,

electronic mail or facsimile transmission to each director at his

or her business or residence address.  Notice of any emergency

meeting shall be given at least four hours prior to the meeting

and shall be deemed to be given as provided in Section 5 hereof.

         Section 7.  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.  If, however, pursuant to the Charter or these

Bylaws, the vote of a majority of a particular group of directors

is required for action, a quorum must also include a majority of

that group.  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, unless the concurrence of a greater

proportion is required for such action by statute.  If a quorum

shall not be present at any meeting of the Board of Directors, a

majority of 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.  The directors present




                               28




<PAGE>


at a meeting which has been duly called and convened may continue

to transact business until adjournment, not withstanding the

withdrawal of enough directors to leave less than a quorum.

         Section 8.  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 directors of the Corporation.  The Board

of Directors may, to the extent provided in the resolution,

delegate to such committees, in the intervals between meetings of

the Board of Directors, any or all of the powers of the Board of

Directors in the management of the business and affairs of the

Corporation, except the power to authorize dividends, to issue

stock, to recommend to stockholders any action requiring

stockholders' approval, to amend the Bylaws or to approve any

merger or share exchange which does not require stockholders'

approval and except as otherwise prohibited by law.  The Board of

Directors may designate a chairman of any committee, and such

chairman or any two members of any committee (if there are at

least two members of the Committee) may set the time and place of

its meeting unless the Board shall otherwise provide.  However, a

meeting of any committee of the Board of Directors may not be

called without the consent of the chairman of the 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.  Notice of Committee meetings shall be given




                               29




<PAGE>


in the same manner as notice for special meetings of the Board of

Directors.  Unless the Board of Directors designates one or more

directors as alternate members of any committee, who may replace

an absent or disqualified member at any meeting of the committee,

the members of any such committee present at any meeting and not

disqualified from voting may, whether or not they constitute a

quorum, appoint another member of the Board of Directors to act

at the meeting in the place of any absent or disqualified member

of such committee.  At meetings of any such committee, a majority

of the members or alternate members of such committee shall

constitute a quorum for the transaction of business and the act

of a majority of the members or alternate members present at any

meeting at which a quorum is present shall be the act of the

committee.  Subject to the provisions hereof, the Board of

Directors shall have the power at any time to change the

membership of any committee, to fill vacancies, to designate

alternate members to replace any absent or disqualified member or

to dissolve any such committee.

         Section 9.  Minutes of Meetings.  The Board of Directors

and any committee thereof shall keep regular minutes of its

proceedings.

         Section 10. Action Without a Meeting.  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 each member of




                               30




<PAGE>


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 11. 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 if all persons participating in the meeting can hear

each other at the same time and such participation shall

constitute presence in person at such meeting, provided, however,

that such participation shall not constitute presence in person

to the extent deemed not to constitute presence in person for the

purposes of those provisions of the Investment Company Act of

1940 and the rules thereunder requiring the approval of directors

by vote cast in person at a meeting.

         Section 12. 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




                               31




<PAGE>


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.

         Section 13. Loss of Deposits.  No director shall be

liable for any loss which may occur by reason of the failure of

any bank, trust company, savings and loan association, or other

institution with whom moneys or stock have been deposited.

         Section 14. Surety Bonds.  Unless required by law, no

director shall be obligated to give any bond or surety or other

security for the performance of any of his or her duties.

         Section 15. Reliance.  Each director, officer, employee

and agent of the Corporation shall, in the performance of his or

her duties with respect to the Corporation, be fully justified

and protected with regard to any act or failure to act in

reliance in good faith upon the books of account or other records

of the Corporation, upon an opinion of counsel or upon reports

made to the Corporation by any of its officers or employees or by

the adviser, accountants, appraisers or other experts or

consultants selected by the Board of Directors or officers of the

Corporation, regardless of whether such counsel or expert may

also be a director.

         Section 16. Certain Rights of Directors, Officers,

Employees and Agents.  The directors shall have no responsibility

to devote their full time to the affairs of the Corporation.  Any




                               32




<PAGE>


director or officer, employee or agent of the Corporation, in his

or her personal capacity or in a capacity as an affiliate,

employee, or agent of any other person, or otherwise, may have

business interests and engage in business activities similar to

or in addition to or in competition with those of or relating to

the Corporation.

                           ARTICLE IV

                        Waiver of Notice

         Whenever any notice is required to be given pursuant to

applicable law, the Charter or these Bylaws, 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.  Neither the business to be transacted at

nor the purpose of any meeting need be set forth in the waiver of

notice, unless specifically required by law.  Attendance of a

person at any 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.












                               33




<PAGE>


                            ARTICLE V

                            Officers

         Section 1.  General.  The officers of the Corporation

shall be elected by the Board of Directors at its first meeting

after each annual meeting of stockholders and shall be a chairman

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

treasurer.  If the election of officers shall not be held at such

meeting, such election shall be held as soon thereafter as may be

convenient.  The Board of Directors may also elect such vice

presidents and additional officers or assistant officers with

such powers and duties as it may deem necessary or advisable.

The chairman of the board may appoint one or more vice

presidents, assistant secretaries and assistant treasurers.  Any

number of offices, except the offices of president and vice

president, may be held concurrently 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 elect 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, Removal, Resignation and Vacancies

of Officers.  The officers of the Corporation shall hold office




                               34




<PAGE>


at the pleasure of the Board of Directors.  Election of an

officer or agent does not in itself create contract rights

between the Corporation and such officer or agent.  Each elected

officer shall hold his or her office until such officer's

successor is elected and qualifies or until such officer's

successor earlier resignation or removal, in the manner

hereinafter provided, or death.  Any officer may resign at any

time upon written notice to the Board of Directors, the chairman

of the board, the president or the secretary.  Any resignation

shall take effect immediately upon its receipt or at such later

time as may be specified in the notice of resignation.  The

acceptance of a resignation shall not be necessary to make it

effective unless otherwise stated in the resignation.  Such

resignation shall be without prejudice to the rights, if any, of

the Corporation.  Any officer elected by the Board of Directors

or appointed by the chairman of 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 may be filled by the

Board of Directors.

         Section 4.  Chairman of the Board of Directors.  The

chairman of the Board of Directors shall preside at all meetings

of the stockholders and of the Board of Directors. He or she

shall be the chief executive officer, shall have general and




                               35




<PAGE>


active management of the business of the Corporation, shall see

that all orders and resolutions of the Board of Directors are

carried into effect and shall perform other such duties as may be

assigned to him or her by the Board of Directors.  In the absence

or disability of the president, the chairman shall perform the

duties and exercise the powers of the president.  He or she shall

be ex officio a member of all committees designated by the Board

of Directors except as otherwise determined by the Board of

Directors.  He or she may execute bonds, mortgages, contracts and

other instruments, except where required by law or by these

Bylaws to be otherwise signed and executed and except where the

signing and execution thereof shall be expressly delegated by the

Board of Directors to some other officer or agent of the

Corporation.

         Section 5.  President.  The president shall, in the

absence of the chairman or vice chairman, preside at all meetings

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

or disability of the chairman or vice chairman, the president

shall perform the duties and exercise the powers of the chairman.

He or she may execute bonds, mortgages, contracts and other

instruments, except where required by law or by these Bylaws to

be otherwise signed and executed and except where the signing and

execution thereof shall be expressly delegated by the Board of

Directors to some other officer or agent of the Corporation.

Additionally, the president shall perform all duties incident to




                               36




<PAGE>


the office of president and such other duties as shall be

assigned to him by the Board of Directors

         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 assign.  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 and except as provided

in Section 8 of this Article V, he or she shall (a) attend all

meetings of the Board of Directors and all meetings of

stockholders and record the proceedings in one or more books to

be kept for that purpose; (b) see that all notices are duly given

in accordance with the provisions of these Bylaws or as required

by law; (c) be custodian of the corporate records and of the seal

of the Corporation; and (d) in general perform such other duties

as from time to time may be assigned to him or her by the






                               37




<PAGE>


chairman of the Board of Directors, the president or the Board of

Directors.

         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.  If

an assistant secretary is unavailable to perform the duties and

exercise the powers of the secretary at a meeting of the Board of

Directors, the chairman of the Board of Directors or the

president may appoint another person to keep the minutes of the

meeting.  The assistant secretaries 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 assign.

         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 or she 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 or she 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




                               38




<PAGE>


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 or her

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 assign.

         Section 11. Salaries.  The salaries and other

compensation of the officers, if any, shall be fixed from time to

time by the Board of Directors and no officer shall be prevented

from receiving such salary or other compensation by reason of the

fact that he or she is also a director.

                           ARTICLE VI

                              Stock

         Section 1.  Certificates.  In the event that the

Corporation issues shares of stock represented by certificates,

such certificates shall be signed by the officers of the

Corporation in the manner permitted by the MGCL and shall contain

the statements and information required by the MGCL.  In the




                               39




<PAGE>


event that the Corporation issues shares of stock without

certificates, the Corporation shall provide the holders of such

shares with a written statement of the information required by

the MGCL to be included on stock certificates.

         Section 2.  Fractional Share Interests.  The Corporation

may issue fractions of a share of stock to the same extent as its

whole shares.  Fractional shares of stock shall have

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,

excluding, however, the right to receive a stock certificate

representing such fractional shares. Notwithstanding any other

provision of the Charter or these Bylaws, the Board of Directors

may issue units consisting of different securities of the

Corporation.  Any security issued in a unit shall have the same

characteristics as any identical securities issued by the

Corporation, except that the Board of Directors may provide that

for a specified period securities of the Corporation issued in

such unit may be transferred on the books of the Corporation only

in such unit.

         Section 3.  Lost, Stolen or Destroyed Certificates.  Any

officer designated by the Board of Directors may direct a new

certificate or certificates to be issued in place of any

certificate or certificates previously issued by the Corporation




                               40




<PAGE>


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,

an officer designated by the Board of Directors may, in his or

her discretion and as a condition precedent to the issuance

thereof, require the owner of such lost, stolen or destroyed

certificate or certificates, or the owner's legal representative,

to advertise the same in such manner as he or she shall require

and/or to give the Corporation a bond with sufficient security,

to the Corporation to indemnify it against any loss or claim

which may arise as a result of the issuance of the new security.

         Section 4.  Transfer of 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, the Corporation shall 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.  Notwithstanding the foregoing, transfers of

shares of any class of stock will be subject in all respects to

the Charter and all of the terms and conditions contained

therein.

         Section 5.  Registered Owners. The Corporation shall be

entitled to treat the holder of record of any share of stock as




                               41




<PAGE>


the holder in fact thereof and, accordingly, shall not be bound

to recognize any equitable or other claim to or interest in such

share or on the part of any other person, whether or not it shall

have the express or other notice thereof, except as otherwise

provided by the laws of the State of Maryland.  The Corporation

shall maintain at its principal office or at the office of its

transfer agent, an original or duplicate stock ledger containing

the name and address of each stockholder and the number of shares

of each class held by such stockholder.

                           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




                               42




<PAGE>


property of every kind and nature including prepaid expenses.

Portfolio securities for which market quotations are readily

available shall be valued at market value.  All other investment

assets of the Corporation, including restricted securities, shall

be valued in such manner as the Board of Directors of the

Corporation in good faith shall deem appropriate to reflect such

securities' fair value.

              (2) The liabilities of the Corporation shall

include (a) all bills and notes and accounts payable, (b) all

administrative expenses payable and/or accrued (including

management and advisory fees payable and/or accrued, including in

the case of any contingent feature thereof, an estimate based on

the facts existing at the time), (c) all contractual obligations

for the payment of money or property, including any amounts owing

under contracts for the purchase of securities and the amount of

any unpaid dividend declared upon the Corporation's Common Stock,

(d) all  reserves, if any, authorized or approved by the Board of

Directors for taxes, including reserves for taxes at current

rates based on any unrealized appreciation in the value of the

assets of the Corporation and (e) all other liabilities of the

Corporation of whatsoever kind and nature except liabilities

represented by outstanding capital stock and surplus of the

Corporation.

              (3) For the purposes thereof






                               43




<PAGE>


                  (A)  Changes in the holdings of the

Corporation's portfolio securities shall be accounted for on a

trade date basis.

                  (B)  Expenses, including management and

advisory fees, shall be included to date of calculation.

In addition to the foregoing, the Board of Directors is

empowered, subject to applicable legal requirements, in its

absolute discretion, to establish other methods for determining

the net asset value of each share of Common Stock of the

Corporation.

                          ARTICLE VIII

                          Miscellaneous

         Section 1.  Reserves.  There may be set aside out of any

assets of the Corporation available for dividends or other

distributions such sum or sums as the Board of Directors from

time to time, in its absolute discretion, think proper as a

reserve or reserves to meet contingencies, or for such other

purpose as the Board of Directors shall determine to be in the

best interest of the Corporation, and the Board of Directors may

modify or abolish any such reserve.

         Section 2.  Dividends and Other Distributions.

Dividends and other distributions upon the stock by the

Corporation may, subject to the provisions of the Charter and of

the provisions of applicable law, be authorized by the Board of

Directors at any time.  Dividends and other distributions may be




                               44




<PAGE>


paid in cash, property or stock of the Corporation, subject to

the provisions of the Charter 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 and Drafts.  All checks, drafts or

demands for the payment of money, notes or other evidence of

indebtedness issued in the name of the Corporation shall be

signed by such officer or officers or such other agent or agents

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.  Whenever the

Corporation is permitted or required to affix its seal to a

document, it shall be sufficient to meet the requirements of any

law, rule or regulation relating to a seal to place the word

"(SEAL)" adjacent to the signature of the person authorized to

execute the document on behalf of the Corporation.




                               45




<PAGE>


         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 or her office.

         Section 8.  Contracts.  The Board of Directors may

authorize any officer or agent to enter into any contract or to

execute and deliver any instrument in the name of and on behalf

of the Corporation and such authority may be general or confined

to specific instances.  Any agreement, deed, mortgage, lease or

other document shall be valid and binding upon the Corporation

when authorized or ratified by action of the Board of Directors

and executed by an authorized person.

         Section 9.  Deposits.  All funds and assets of the

Corporation not otherwise employed shall be deposited from time

to time to the credit of the Corporation in such banks, trust

companies or other depositories as the Board of Directors may

designate.












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<PAGE>


                           ARTICLE IX

                         Indemnification

         Section 1.  Indemnification of Directors and Officers

and Other Persons.  The Corporation shall indemnify its directors

to the fullest extent that indemnification of directors is

permitted by the MGCL.  The Corporation shall indemnify its

current and former officers to the same extent as its directors

and to such further extent as is consistent with law.  The

Corporation shall indemnify its current and former directors and

officers and those persons who, at the request of the

Corporation, serve or have served as a director, officer,

partner, trustee, employee, agent or fiduciary of another

corporation, partnership, joint venture, trust, other enterprise

or employee benefit plan against all expenses, liabilities and

losses (including attorneys' fees, judgments, fines and amounts

paid in settlement) reasonably incurred or suffered by them in

connection with being such a director, officer or other person

serving as described above.  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 to its security holders to which

such person would otherwise be subject by reason of willful

misfeasance, bad faith, gross negligence or reckless disregard of




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<PAGE>


the duties involved in the conduct of his or her office

("disabling conduct").

         Section 2.  Advances.  Any current or former director or

officer of the Corporation shall be entitled to advances from the

Corporation for payment of the reasonable expenses incurred by

such current or former director or officer in connection with the

matter as to which he or she may be entitled to indemnification

in the manner and, subject to the conditions described below, to

the fullest extent permissible under the MGCL.  The person

seeking indemnification shall provide to the Corporation a

written affirmation of his or her good faith belief that the

standard of conduct necessary for indemnification by the

Corporation has been met and a written undertaking by the person

seeking indemnification or on behalf of such person 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,




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<PAGE>


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 MGCL, 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.




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<PAGE>


         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 MGCL and to the Investment Company Act of 1940 as from

time to time amended.  No amendment of these Bylaws shall affect

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 these Bylaws.










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00250209.AJ4


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