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ARTICLES OF AMENDMENT

OF

ABERDEEN AUSTRALIA EQUITY FUND, INC.

Aberdeen Australia Equity Fund, Inc., a Maryland Corporation having
 its principal office
in this State in Baltimore City, Maryland (hereinafter called the Corporation),
 hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST:		The charter of the Corporation is hereby amended by striking out
Article FIFTH of the Articles of Incorporation and, in lieu thereof,
a new Article FIFTH
is added and shall read in its entirety as follows:

FIFTH:  Stock.

(1)  Authorized Shares.  The total number of shares of stock
which the Corporation has authority to issue is 50,000,000 shares,
consisting of 20,000,000 shares of common stock, $.01 par value per
share ("Common Stock"), and 30,000,000 shares of Preferred Stock,
$.01 par value per share ("Preferred Stock").  The aggregate par value
of all shares of stock of the Corporation having a par value is $500,000.
If shares of one class of stock are classified or reclassified into shares
of another class of stock pursuant to this Article FIFTH, 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.

(2)  Preemptive Rights.  Stockholders shall not have
preemptive rights to acquire any shares of the Corporation's stock.

(3)  Common Stock.  Subject to the Investment Company Act
of 1940, as amended, and the voting rights of any holders of any class
or series of stock hereafter designated pursuant to paragraphs (4) and
(5) of this Article FIFTH, each share of Common Stock shall entitle the
holder thereof to one vote.

(4)  Preferred Stock.  The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously
classified but unissued shares of Preferred Stock of any series from
time to time, in one or more classes or series of stock.

(5)  Classified or Reclassified Shares.  Prior to issuance of
classified or reclassified shares of any class or series, the Board of
Directors by resolution shall: (a) designate that class or series to
distinguish it from all other classes and series of stock of the
Corporation; (b) specify the number of shares to be included in the
class or series; (c) set or change, subject to the express terms of any
class or series of stock of the Corporation outstanding at the time, the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and
terms and conditions of redemption for each class or series; and (d)
cause the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland ("SDAT").  Any
of the terms of any class or series of stock set or changed pursuant to
this paragraph (5) of this Article FIFTH 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 filed with the SDAT.

SECOND:	The total number of shares of stock which the Corporation had
authority to issue immediately prior to the aforesaid amendment
of the charter was
20,000,000, consisting entirely of Common Stock, $.01 par value per share.  The
aggregate par value of all shares of Common Stock having a
par value was $200,000.

THIRD:		The total number of shares of stock which the Corporation has
authority to issue pursuant to the foregoing amendment of the
charter is 50,000,000,
consisting of 20,000,000 shares of Common Stock, $.01 par value per share, and
30,000,000 shares of Preferred Stock, $.01 par value per share.
The aggregate par value
of all authorized shares of stock having a par value is $500,000.

FOURTH:		The terms of the Common Stock and Preferred Stock of the
Corporation, including any preferences, conversion and other rights,
voting powers,
restrictions, limitations as to dividends and other distributions,
qualification and terms
and conditions of redemption, are the terms described in the charter,
including these
Articles of Amendment.

FIFTH:		The amendment of the charter as hereinabove set forth was duly
advised by the Corporation's Board of Directors and approved by
the stockholders of the
Corporation as required by law.

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

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be signed in its name and on its behalf by its Vice President
and witnessed by its
Assistant Secretary on this 27th day of June, 2003.

AUSTRALIA EQUITY FUND, INC.

By:	/s/ Bev Hendry                      	Attest:		/s/
Sander M. Bieber
	Bev Hendry
	Sander M. Bieber
	Vice President
	Assistant Secretary




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