<DOCUMENT>
<TYPE>EX-99.A2
<SEQUENCE>4
<FILENAME>dex99a2.txt
<DESCRIPTION>EXHIBIT (A)(2)
<TEXT>
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                                                                  EXHIBIT (a)(2)


                      ARTICLES OF AMENDMENT AND RESTATEMENT

                                       OF

                        THE FIRST COMMONWEALTH FUND, INC.



     The First Commonwealth Fund, Inc., a Maryland corporation, having its
principal office in this state in Baltimore City, Maryland (which is 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 as follows:

     1.   By deleting Article VI Section (b) and by inserting in its place the
following new Article VI Section (b):

     Article VI Section (b) Classified Board.

     The Directors elected by holders of Common Stock shall be divided into
three classes, as nearly equal in number as possible, and shall be designated as
Class I, Class II, and Class III Directors, respectively, with the Class I
Directors to be originally elected for a term expiring at the annual meeting
held in 1993, the Class II Directors to be originally elected for a term
expiring at the annual meeting held in 1994 and the Class III Directors to be
originally elected for a term expiring at the annual meeting held in 1995. After
expiration of the terms of office specified for such Directors, the Directors of
each class shall serve for terms of three years, or, when filling a vacancy, for
the unexpired portion of such term and until their successors are elected and
have qualified.

     2.   By deleting Article VIII Section (a) and by inserting in its place the
following new Article VIII Section (a):

     ARTICLE VIII: Special Vote of Stockholders.

     (a)  Except as otherwise provided in this Article VIII, the vote of the
holders of shares representing at least 80% of the outstanding shares of the
Corporation's Common Stock and Preferred Stock of all series voting as a single
class shall be necessary to effect any of the following actions unless the
Continuing Directors (as hereinafter defined) of the Corporation by a vote of at
least 66-2/3% of such Directors approve such action, in which case, except as
otherwise required by law or the Charter of the Corporation (x) with respect to
those matters and transactions for which a stockholder vote is required under
Maryland law, the requisite vote shall be the vote of at least a majority of the
outstanding shares of the Corporation's Common Stock and Preferred Stock of all
series voting as a single class, and (y) with respect to those matters and

<PAGE>

transactions for which a stockholder vote is not required under Maryland law, no
stockholder vote will be required:

          (i)   any amendment to the Corporation's Charter to make the
     Corporation's Common Stock a "redeemable security" (as such term is defined
     in the Investment Company Act of 1940) or to otherwise effect the
     conversion of the Corporation from closed-end to open-end status under the
     Investment Company Act of 1940;

          (ii)  any amendment to the Corporation's Charter to provide for fewer
     than three classes of Directors elected by the holders of Common Stock;

          (iii) any amendment to the Corporation's Charter to reduce the 80%
     vote required by the holders of the Corporation's Common Stock and
     Preferred Stock or the 66-2/3% vote required by the Continuing Directors
     pursuant to this Article VIII;

          (iv)  any amendment to Article X of the Corporation's Charter;

          (v)   any stockholder proposal as to specific investment decisions
     made or to be made with respect to the Corporation's assets; or

          (vi)  any Business Combination (as hereinafter defined).

     3.   By deleting Article X Section (a) and by inserting in its place the
following new Article X Section (a):

     Article X Section (a) Right to Amend.

     The Corporation reserves the right to amend, alter, change or repeal any
provision of the Corporation's Charter (including any amendment that alters the
contract rights, expressly set forth in the Charter, of any outstanding stock),
and all rights conferred upon stockholders herein are granted subject to this
reservation.

     SECOND:    The foregoing amendments to the Articles have been duly
approved by the sole Director of the Fund.

     THIRD:     There was no stock outstanding and entitled to be voted on this
matter at the time of approval.

     FOURTH:    The Articles of Incorporation of the Corporation, as amended
herein, are hereby restated as follows. The provisions set forth in this
Restatement include all provisions of the Charter that are currently in effect,
including the provisions set forth in Article First above.

                                        2

<PAGE>

                        THE FIRST COMMONWEALTH FUND, INC.

                      ARTICLES OF AMENDMENT AND RESTATEMENT

ARTICLE I:   Incorporator.

     The undersigned, Margaret A. Bancroft, whose post office address is 477
Madison Avenue, New York, New York 10022, being at least eighteen years of age,
does hereby act as incorporator under and by virtue of the Maryland General
Corporation Law.

ARTICLE II:  Name.

     The name of the corporation is THE FIRST COMMONWEALTH FUND, INC. (the
"Corporation").

ARTICLE III: Corporate Purposes and Powers.

     The purposes for which the Corporation is formed are to act as an
investment company under the Federal Investment Company Act of 1940, as amended,
and to exercise and enjoy all the powers, rights and privileges granted to, or
conferred upon, corporations by the General Laws of the State of Maryland now or
hereafter in force.

ARTICLE IV:  Address and Resident Agent.

     The post office address of the principal office of the Corporation in the
State of Maryland is The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202-3242. The name and address of the resident agent of
the Corporation in the State of Maryland is The Corporation Trust Incorporated,
whose post office address is 32 South Street, Baltimore, Maryland 21202-3242.

ARTICLE V:   Capital Stock.

     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 400,000,000 shares with an aggregate par value
of $400,000 initially divided into two classes of 300,000,000 shares of Common
Stock, $.001 par value per share (Common Stock), and of 100,000,000 shares of
Preferred Stock $.001 par value per share (Preferred Stock). The Board of
Directors may classify or reclassify any unissued shares of stock by, among
other things, setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of such shares
of stock.

     The preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the Common Stock and the Preferred Stock are as follows:

                                        3

<PAGE>

     (a)  Common Stock.

          (i)   Dividends. Subject to law and to the preferences of the
     Preferred Stock, the holders of the Common Stock shall be entitled to
     receive dividends at such time and in such amounts as may be determined by
     the Board of Directors.

          (ii)  Voting. Except as provided by law or as otherwise contemplated
     by the Corporation's Charter, each outstanding share of Common Stock shall
     be entitled to one vote on each matter submitted to a vote of the
     stockholders of the Corporation and shares of Common Stock shall be voted
     together with all other shares of the Corporation's capital stock as one
     class.

          (iii) Liquidation. In the event of any merger, sale of assets,
     liquidation, dissolution or winding up of the Corporation, whether
     voluntary or involuntary, after payment or provision for payment of the
     debts and other liabilities of the Corporation and the preferential amounts
     to which the holders of the Preferred Stock shall be entitled upon
     liquidation, the holders of the Common Stock shall be entitled to share in
     the remaining assets of the Corporation according to their respective
     interests.

     (b)  Preferred Stock.

          (i)   Authority of the Board of Directors to issue in one or more
     series. Authority is expressly granted to the Board of Directors to
     authorize the issue of one or more series of Preferred Stock, and to fix by
     resolution or resolutions providing for the issue of each such series the
     preferences, conversion or other rights, voting powers, restrictions,
     limitations as to dividends, qualifications, and terms and conditions of
     redemption of each such series to the full extent now or hereafter
     permitted by law and subject to this Article V, including but not limited
     to the following:

                (A)  The number of shares of each such series, which may
          subsequently be increased (except as otherwise provided by resolution
          or resolutions of the Board of Directors providing for the issue of
          such series) or decreased (to a number not less than the number of
          shares then outstanding) by resolution or resolutions of the Board of
          Directors, and the distinctive designation of each such series;

                (B)  The rates or amounts, the periods, and the times of payment
          of dividends on shares of each such series;

                (C)  The voting powers, if any, of the holders of each such
          series in addition to the voting powers provided by law and by these
          Articles of Incorporation;

                (D)  The terms and conditions, if any, upon which the shares of
          each such series shall be convertible into or exchangeable for shares
          of any other

                                        4

<PAGE>

          series, class or classes, or any other property, to the full extent
          now or hereafter permitted by law;

                (E)  The time or times during which the price, or prices at
          which, and the terms and conditions on which, the shares of each such
          series may be redeemed;

                (F)  The terms of any sinking fund to be applied to the purchase
          or redemption, or both, of shares of each such series, and the terms
          and amount of any sinking fund payments and the manner of their
          application; and

                (G)  The amount which the holders of each such series shall be
          entitled to receive in the event of any merger, sale of assets,
          liquidation, dissolution or winding up of the Corporation, whether
          voluntary or involuntary.

          (ii)  Dividends. The holders of Preferred Stock of each series shall
     be entitled to receive, when and as declared by the Board of Directors,
     dividends at the rates or amounts, for the periods, and at the times,
     determined in the manner specified for such series by the Board of
     Directors as authorized in the preceding part (b) (i) of this Article VI.

          (iii) Voting. Except as provided by law or as otherwise contemplated
     by the Corporation's Charter, including any Articles Supplementary, each
     outstanding share of Preferred Stock shall be entitled to one vote on each
     matter submitted to a vote of stockholders of the Corporation and shares of
     Preferred Stock of all series shall be voted together with all shares of
     the Corporation's capital stock as one class.

                (A)  Directors. At any meeting of stockholders of the
          Corporation at which Directors are to be elected, the holders of
          shares of Preferred Stock of all series, voting separately as a single
          class, shall be entitled to elect two members of the Board of
          Directors, and the holders of Common Stock, voting separately as a
          single class, shall be entitled to elect the balance of the members of
          the Board of Directors.

                If at any time dividends on any outstanding Preferred Stock of
          any series shall be unpaid in an amount equal to two full years'
          dividends, the number of Directors constituting the Board of Directors
          shall automatically be increased by the smallest number that, when
          added to the number of Directors then constituting the Board of
          Directors, shall together with the two Directors elected by the
          holders of Preferred Stock pursuant to the preceding paragraph,
          constitute a majority of such increased number; and at a special
          meeting of stockholders, which shall be called and held as soon as
          practicable, and at all subsequent meetings at which Directors are to
          be elected, the holders of Preferred Stock of all series voting
          separately as a single class shall be entitled to elect the smallest
          number of additional Directors of the Corporation who, together with
          the two

                                        5

<PAGE>

          Directors elected by the holders of Preferred Stock pursuant to the
          preceding paragraph, will constitute a majority of the total number of
          Directors of the Corporation so increased. If the Corporation
          thereafter shall pay, or declare and set apart for payment, in full
          all dividends accrued and payable on all outstanding shares of
          Preferred Stock of all series for all past dividend periods, the
          voting rights stated is this paragraph shall cease, and the terms of
          office of all additional Directors elected by the holders of Preferred
          Stock terminate automatically.

               Any vacancy in the office of any Director elected by the holders
          of shares of Preferred Stock may be filled by the remaining Directors
          (or Director) so elected or, if not so filled, by the holders of
          shares of Preferred Stock of all series, voting separately as a single
          class, at any meeting of stockholders for the election of Directors,
          provided, however, if Preferred Stock of any series is issued and at
          the time of issuance no existing Directors have been elected by the
          holders of Preferred Stock, then a majority of the Corporation's
          Directors, whether or not sufficient to constitute a quorum, may fill
          such vacancy or vacancies.

               (B)  Other Voting Rights. In addition to any approval by
          stockholders that might otherwise be required by law or pursuant to
          the terms of any resolution fixing the terms of any series of
          Preferred Stock or amending any such terms, the approval of the
          holders of a majority of outstanding shares of Preferred Stock of all
          series, voting separately as a single class, shall be required to
          adopt any plan of reorganization that would adversely affect holders
          of the Preferred Stock, or take any action requiring a vote of
          security holders pursuant to Section 13(a) of the Investment Company
          Act of 1940, as amended.

          (iv) Liquidation. In the event of any merger, sale of assets,
     liquidation, dissolution or winding up of the Corporation, whether
     voluntary or involuntary, the holders of Preferred Stock of each series
     shall be entitled to receive only such amount or amounts, including accrued
     and unpaid dividends, as shall have been fixed by the Corporation's Charter
     or by the resolution or resolutions of the Board of Directors providing for
     the issue of such series. If, upon any such merger, sale of assets,
     liquidation, dissolution or winding up of the Corporation, whether
     voluntary or involuntary, the assets of the Corporation available for
     distribution among the holders of all outstanding shares of Preferred Stock
     of all series should be insufficient to permit the payment in full to such
     holders of the amounts to which they are entitled, then such available
     assets shall be distributed among the holders of shares of Preferred Stock
     ratably in any such distribution of assets according to the respective
     amounts that would be payable on all such shares if all amounts thereon
     were paid in full.

     (c)  All Stock. No preemptive rights. No holder of shares of the
Corporation, whether now or hereafter authorized, shall be entitled as of right
to acquire from the Corporation any shares of the Corporation, whether now or
hereafter authorized.

                                       6

<PAGE>

ARTICLE VI:  Board of Directors.

         (a)    Number of Directors.

         The number of Directors of the Corporation shall consist initially of
one director and thereafter of that number of Directors as is specified in the
By-Laws of the Corporation. The name of that person who shall act as the initial
Director until the first annual meeting and until his successor is elected and
qualified is Timothy P. Sullivan.

         (b)    Classified Board.

         The Directors elected by holders of Common Stock shall be divided into
three classes, as nearly equal in number as possible, and shall be designated as
Class I, Class II, and Class III Directors, respectively, with the Class I
Directors to be originally elected for a term expiring at the annual meeting
held in 1993, the Class II Directors to be originally elected for a term
expiring at the annual meeting held in 1994 and the Class III Directors to be
originally elected for a term expiring at the annual meeting held in 1995. After
expiration of the terms of office specified for such Directors, the Directors of
each class shall serve for terms of three years, or, when filling a vacancy, for
the unexpired portion of such term and until their successors are elected and
have qualified.

         (c)    Removal of Directors.

         The stockholders of any class of stock may, by the affirmative vote of
the holders of shares representing at least 80% of the outstanding shares of
such class of stock, remove any Director or Directors of such class from office,
for cause only and similarly elect a successor or successors to fill any
resulting vacancies for the unexpired terms of the removed Director or
Directors.

ARTICLE VII:  Management of the Affairs of the Corporation.

         (a)    Power Vested in Board.

         All corporate powers and authority of the Corporation (except as at the
time otherwise provided by statute, by these Articles of Incorporation or by the
By-Laws) shall be vested in and exercised by the Board of Directors.

         (b)    Power to Adopt By-Laws.

         The Board of Directors shall have the power to adopt, alter or repeal
the By-Laws of the Corporation except to the extent that the By-Laws otherwise
provide.

                                       7

<PAGE>

         (c)    Corporation's Books and Accounts.

         The Board of Directors shall have power from time to time to determine
whether and to what extent, and at what times and places and under what
conditions and regulations, the accounts and books of the Corporation (other
than the stock ledger) or any of them shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any account,
book or document of the Corporation except to the extent permitted by statute or
the By-Laws.

         (d)    Determination of Net Income, etc.

         The Board of Directors shall have the power to determine, as provided
herein or in any Articles Supplementary, or if provision is not so made, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.

         (e)    Declaration of Dividends.

         The Board of Directors shall have the power to declare and distribute
dividends from funds legally available therefor in such amount, if any, and in
such manner and to the stockholders of record as of such date, as the Board of
Directors may determine.

ARTICLE VIII:  Special Vote of Stockholders.

         (a)    Except as otherwise provided in this Article VIII, the vote of
the holders of shares representing at least 80% of the outstanding shares of the
Corporation's Common Stock and Preferred Stock of all series voting as a single
class shall be necessary to effect any of the following actions unless the
Continuing Directors (as hereinafter defined) of the Corporation by a vote of at
least 66-2/3% of such Directors, approve such action, in which case, except as
otherwise required by law or the Charter of the Corporation (x) with respect to
those matters and transactions for which a stockholder vote is required under
Maryland law, the requisite vote shall be the vote of at least a majority of the
outstanding shares of the Corporation's Common Stock and Preferred Stock of all
series voting as a single class, and (y) with respect to those matters and
transactions for which a stockholder vote is not required under Maryland law, no
stockholder vote will be required:

                (i)   any amendment to the Corporation's Charter to make the
         Corporation's Common Stock a "redeemable security" (as such term is
         defined in the Investment Company Act of 1940) or to otherwise effect
         the conversion of the Corporation from closed-end to open-end status
         under the Investment Company Act of 1940;

                (ii)  any amendment to the Corporation's Charter to provide for
         fewer than three classes of Directors elected by the holders of Common
         Stock;

                                       8

<PAGE>

         (iii)  any amendment to the Corporation's Charter to reduce the 80%
vote required by the holders of the Corporation's Common Stock and Preferred
Stock or the 66-2/3% vote required by the Continuing Directors pursuant to this
Article VIII;

         (iv)   any amendment to Article X of the Corporation's Charter;

         (v)    any stockholder proposal as to specific investment decisions
made or to be made with respect to the Corporation's assets; or

         (vi)   any Business Combination (as hereinafter defined).

(b)      For the purposes of this Article VIII:

         (i)    "Business Combination" shall mean any of the transactions
described or referred to in any one or more of the following subparagraphs:

                (A)   any merger or consolidation of the Corporation with or
         into any other person;

                (B)   the liquidation or dissolution of the Corporation;

                (C)   any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) to
         or with any other person of any assets of the Corporation having an
         aggregate Fair Market Value of $1,000,000 or more except for
         transactions of the Corporation effected in the ordinary course of the
         Corporation's investment activities;

                (D)   the issuance or transfer by the Corporation (in one
         transaction or a series of transactions) of any securities of the
         Corporation to any other person in exchange for cash, securities or
         other property (or a combination thereof) having an aggregate Fair
         Market Value of $1,000,000 or more excluding (1) sales of any
         securities of the Corporation in connection with a public offering
         thereof, (2) issuance of any securities of the Corporation pursuant to
         a dividend reinvestment plan adopted by the Corporation and (3)
         issuance of any securities of the Corporation upon the exercise of any
         stock subscription rights distributed by the Corporation;

         (ii)   "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who has been a member of the Board of Directors for
a period of at least 12 months, or who is a successor of a Continuing Director
and is recommended to succeed a Continuing Director by a majority of the
Continuing Directors then on the Board of Directors.

         (iii)  "Person" shall mean an individual, a corporation, a trust or a
partnership.

                                       9

<PAGE>

         (c)    Except as otherwise provided in the Corporation's Charter or as
otherwise provided in the Investment Company Act of 1940, notwithstanding any
provision of law requiring authorization of any action by a greater proportion
than a majority of the total number of shares of all classes of the
Corporation's stock or of the total number of shares of any class of the
Corporation's stock, such action shall be valid and effective if authorized by
the affirmative vote of the holders of a majority of the total number of
outstanding shares of all classes of the Corporation's stock outstanding and
entitled to vote thereon.

ARTICLE IX:  Liability; Indemnification.

         (a)    Indemnification.

         The Corporation, including its successors and assigns, shall indemnify
its Directors and Officers and make advanced payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required, by the
General Laws of the State of Maryland and the Investment Company Act of 1940, as
amended. The By-Laws may provide that the Corporation shall indemnify its
employees and/or agents in any manner and within such limits as permitted by
applicable law. Such indemnification shall be in addition to any other right or
claim to which any Director, Officer, employee or agent may otherwise be
entitled. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a Director, Officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan,
against any liability (including, with respect to employee benefit plans, excise
taxes) asserted against and incurred by such person in any such capacity or
arising out of such person's position, whether or not the Corporation would have
had the power to indemnify against such liability. The rights provided to any
person by this Article IX shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon such rights in serving or
continuing to serve in the capacities indicated herein. No amendment of the
Corporation's Charter shall impair the rights of any person arising at any time
with respect to events occurring prior to such amendment.

         (b)    Liability for Money Damages.

         To the fullest extend permitted by the Maryland General Corporation Law
and the Investment Company Act of 1940, as amended, no Director or Officer of
the Corporation shall be liable to the Corporation or to its stockholders for
money damages. No amendment to the Corporation's Charter or repeal of any of its
provisions shall limit or eliminate the benefits provided to Directors and
Officers under this provision with respect to any act or omission which occurred
prior to such amendment or repeal.

         (c)    Reliance.

         In performance of his duties, a director is entitled to rely on
information, opinion, report, or statement, including any financial statement or
other financial data, prepared by others, to the extent not inconsistent with
the General Laws of the State of Maryland. A person who performs

                                       10

<PAGE>

his duties in accordance with the standards of Article 2-405.1 of the Maryland
General Corporation Law or otherwise in accordance with applicable law shall
have no liability by reason of being or having been a Director of the
Corporation.

ARTICLE X:  Amendment.

         (a)    Right to Amend.

         The Corporation reserves the right to amend, alter, change or repeal
any provision of the Corporation's Charter (including any amendment that alters
the contract rights, expressly set forth in the Charter, of any outstanding
stock), and all rights conferred upon stockholders herein are granted subject to
this reservation.

         (b)    Required Vote.

         The provisions of this Article X and Articles VI and VIII may not be
amended, altered, changed or repealed except by the approval of holders of
shares of stock representing at least 80% of the outstanding shares of Common
Stock and Preferred Stock of all series voting as a single class.

ARTICLE XI:  References to Statutes, Articles, and By-Laws.

         All references herein to statutes, the Articles of Incorporation or the
By-Laws shall be deemed to refer to those statutes, these Articles of
Incorporation or those By-Laws as they are amended and in effect from time to
time.

                                       11

<PAGE>

         IN WITNESS WHEREOF, The First Commonwealth Fund, Inc. has caused these
Articles of Amendment and Restatement to be signed in its name and on its behalf
by its duly authorized officers who acknowledge that these Articles are the act
of the Corporation, that to the best of their knowledge, information and belief
all matters and facts set forth herein relating to the authorization and
approval of the Articles of Amendment and Restatement are true in all material
respects and that this statement is made under the penalties of perjury.

                                               THE FIRST COMMONWEALTH FUND, INC.

                                               By: /s/ Richard P. Strickler
                                                   -----------------------------
                                                   Richard P. Strickler
                                                   President

ATTEST:

/s/ Margaret A. Bancroft
--------------------------------------
Margaret A. Bancroft
Assistant Secretary

Dated the 31 day of January, 1992.

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