Filed Pursuant to Rule 497(e)
                             File Nos. 811-05207
                             and 333-71128


                      ACM INCOME FUND, INC.

_________________________________________________________________

    Supplement dated December 14, 2001 to the Prospectus dated
November 16, 2001 of ACM Income Fund, Inc. (the "Fund").

    The expiration date of the rights offering of the Fund has
been extended to December 21, 2001.  Stockholders who have not
already exercised their rights may do so through December 21,
2001 by completing and submitting a signed subscription
certificate and payment for shares or a notice of guaranteed
delivery to the Fund's subscription agent no later than December
21, 2001.  Payment for guarantees of delivery are due on December
27, 2001.  The subscription agent will send confirmations to
participants in the rights offering by January 4, 2002, and any
additional payments for shares must be received by the
subscription agent by January 7, 2002.  As a result of the
extension of the rights offering, stockholders who have exercised
their rights will be permitted to rescind their subscriptions
prior to December 21, 2001.  Stockholders wishing to do so should
contact their broker or the subscription agent.

    Additionally, page 34 of the Prospectus has been supplemented
to include the following:

    On December 13, 2001 Alliance Capital Management L.P., the
investment adviser of the Fund (the "Adviser"), filed with the
Securities and Exchange Commission a Current Report on Form 8-K
setting forth in Item 5 that on December 7, 2001 a complaint
entitled Benak v. Alliance Capital Management L.P. and Alliance
Premier Growth Fund ("Benak Complaint") was filed in federal
district court in the District of New Jersey against the Adviser
and Alliance Premier Growth Fund ("Premier Growth Fund") alleging
violation of the Investment Company Act of 1940.  The principal
allegations of the Benak Complaint are that the Adviser breached
its duty of loyalty to Premier Growth Fund because one of the
directors of the General Partner of the Adviser served as a
director of Enron Corp. ("Enron") when Premier Growth Fund
purchased shares of Enron and, as a consequence thereof, the
investment advisory fees paid to the Adviser by the Premier
Growth Fund should be returned as a means of recovering for
Premier Growth Fund the losses plaintiffs allege were caused by
the alleged breach of the duty of loyalty.  Plaintiffs seek
recovery of fees paid by Premier Growth Fund to the Adviser
during the twelve months preceding the lawsuit.  The Adviser





believes the plaintiffs' allegations are without merit and
intends to vigorously defend against these allegations.  At the
present time, management of the Adviser is unable to estimate the
impact, if any, that the outcome of this action may have on the
Adviser's results of operations or financial condition.

    The Fund is not a party to the litigation and does not own
bonds or other securities of Enron.
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00250262.AC4