SC TO-I/A

      As filed with the Securities and Exchange Commission
                         on May 7, 2001

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                   --------------------------
                           Schedule TO
                         (Rule 14d-100)
    Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
             of the Securities Exchange Act of 1934
                       (Amendment No.  1)*

              ACM Managed Dollar Income Fund, Inc.
               (Name of Subject Company (Issuer))

              ACM Managed Dollar Income Fund, Inc.
          (Name of Filing Persons (Offeror and Issuer))

             Common Stock, Par Value $.01 Per Share
                 (Title of Class of Securities)

                            000949107
              (CUSIP Number of Class of Securities)

                      Edmund P. Bergan, Jr.
                Alliance Capital Management L.P.
                   1345 Avenue of the Americas
                    New York, New York 10105
                         (212) 969-1000

  (Name, address, and telephone number of person authorized to
 receive notices and communications on behalf of filing persons)

                         With a copy to:
                  Patricia A. Poglinco, Esquire
                       Seward & Kissel LLP
                     One Battery Park Place
                    New York, New York 10004

                    Calculation of Filing Fee

    Transaction Valuation              Amount of Filing Fee
    $8,110,095.6(a)....................     $1,622.02(b)

(a) Calculated as the aggregate maximum purchase price to be paid
    for 1,110,972 shares in the offer, based upon the net asset
    value per share of $7.30 at March 29, 2001.

(b) Calculated as 1/50th of 1% of the Transaction Valuation.






/X/ Check the box if any part of the fee is offset as provided by
    Rule 0-11(a)(2) and identify the filing with which the
    offsetting fee was previously paid. Identify the previous
    filing by registration statement number, or the Form or
    Schedule and the date of its filing.

    Amount Previously Paid:  $1,622.02
    Form or Registration No.:  Schedule TO
    Filing Party:  ACM Managed Dollar Income Fund, Inc.
    Date Filed:  April 2, 2001

/ / Check the box if the filing relates solely to preliminary
    communications made before the commencement of a tender
    offer.

Check the appropriate boxes below to designate any transactions
to which the statement relates:

/ / third-party tender offer subject to Rule 14d-1.

/X/ issuer tender offer subject to Rule 13e-4.

/ / going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment
reporting the results of the tender offer.  /X/





       This Amendment Number 1 to the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on
April 2, 2001 by ACM Managed Dollar Income Fund, Inc., (the
"Fund"), relating to an offer to purchase for cash (the "Offer")
up to 1,110,972 of the Fund's issued and outstanding shares of
Common Stock, par value $0.01 per share (the "Shares") amends
such Statement on Schedule TO to add the following information in
accordance with Rule 13e-4(c)(4) of the Securities and Exchange
Act of 1934 and General Instruction H of Schedule TO:

              The Offer expired at 12:00 Midnight Eastern Time on
       April 27, 2001.  Pursuant to the Offer, 248,723 Shares
       were properly tendered and not withdrawn and all of such
       tendered Shares were accepted by the Fund on May 3, 2001
       for purchase at the price of $7.13 per Share, the net
       asset value per Share as determined as of the close of the
       regular trading session of the New York Stock Exchange on
       April 30, 2001.  Payment for the Shares purchased was made
       on May 7, 2001.  The aggregate purchase price paid by the
       Fund for the Shares purchased pursuant to the Offer was
       $1,773,394.


Item 12.  Exhibits.

       The following material is hereby filed as additional
       exhibits to the Fund's Statement on Schedule TO:

(a)(5)(iv) Text of press release dated and issued April 30, 2001

(a)(5)(v)  Text of press release dated and issued May 3, 2001


                            SIGNATURE

       After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

                             ACM MANAGED DOLLAR INCOME FUND, INC.

                             /s/ Edmund P. Bergan
                             _____________________________
                             Name:  Edmund P. Bergan, Jr.
                             Title: Secretary
Dated: May 7, 2001







00250158.AZ3

EX-99

FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-221-5672



                                                 Press Release



              ACM MANAGED DOLLAR INCOME FUND, INC.
              ANNOUNCES EXPIRATION OF TENDER OFFER
                     AND PRELIMINARY RESULTS

    NEW YORK, NY April 30, 2001 -- ACM Managed Dollar Income
Fund, Inc. (NYSE:ADF) (the "Fund") announced today its tender
offer for 1,110,972 of its issued and outstanding shares of
common stock representing approximately 5% of the Fund's
outstanding shares expired Friday, April 27, 2001 at 12:00
Midnight Eastern Time.  Shares tendered may be withdrawn at any
time prior to 5:00 P.M. Eastern Time on May 1, 2001.

    Based upon current information, approximately 433,450 shares
were tendered, of which approximately 131,053 shares were
tendered pursuant to notices of guaranteed delivery. These
numbers are subject to adjustment and should not be regarded as
final.  The actual number of shares to be purchased will be
announced at a later date.  Management of the Fund anticipates
acceptance on May 3, 2001 of 433,450 shares properly tendered and
not withdrawn and that payment for such shares will be made on
May 7, 2001.  The purchase price of properly tendered shares is
the net asset value per share determined as of the close of the
regular trading session of the New York Stock Exchange today.

    The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P.  As of April 27, 2001, the Fund's total net
assets were approximately $159 million.















00250158.AZ4

EX-99

FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-221-5672



                                            PRESS RELEASE



              ACM MANAGED DOLLAR INCOME FUND, INC.
                ANNOUNCES RESULTS OF TENDER OFFER

NEW YORK, NY May 3, 2001 ACM Managed Dollar Income Fund, Inc.
(NYSE:ADF) (the "Fund") announced today that in accordance with
its tender offer for up to 1,110,972 of its shares of common
stock, which expired on April 27, 2001, the Fund has accepted
248,723 shares for payment on May 7, 2001 at $7.13 per share.
The shares accepted for payment constitute 100% of the shares
properly tendered and not withdrawn by May 1, 2001, the final
date for withdrawals, and represent 1.12% of the Fund's
outstanding shares.

The purpose of the tender offer was to fulfill an undertaking
made in connection with the initial public offering of the Fund's
shares.

The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P.  As of April 27, 2001, the date on which the
Fund's tender offer expired, the Fund's total net assets were
approximately $159 million.





















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