Exhibit (e)(3) AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT AGREEMENT made by and between Sanford C. Bernstein & Co., LLC (the "Distributor") and Sanford C. Bernstein Fund, Inc. (the "Fund"). WHEREAS, the Distributor and the Fund are parties to a...

                                                                  Exhibit (e)(3)

                  AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT

                  AGREEMENT made by and between Xxxxxxx X. Xxxxxxxxx & Co., LLC
(the "Distributor") and Xxxxxxx X. Xxxxxxxxx Fund, Inc. (the "Fund").

                  WHEREAS, the Distributor and the Fund are parties to a
Distribution Agreement dated October 2, 2000 (the "Distribution Agreement");

                  WHEREAS, effective on or about February 1, 2002, the names of
the Xxxxxxxxx New York Municipal Portfolio, the Xxxxxxxxx California Municipal
Portfolio and the Xxxxxxxxx Diversified Municipal Portfolio of the Fund will be
changed to the New York Municipal Portfolio, the California Municipal Portfolio
and the Diversified Municipal Portfolio (each, a "Portfolio"), respectively, and
the current shares of each such Portfolio will be redesignated as the New York
Municipal Class, the California Municipal Class, and the Diversified Municipal
Class (the "Xxxxxxxxx Classes"), respectively; and

                  WHEREAS, the Distributor and the Fund desire to amend the
Distribution Agreement to clarify that with respect to the Portfolios, the
Distribution Agreement applies only to the Xxxxxxxxx Classes of such Portfolios;

                  NOW, THEREFORE, in consideration of the premises and covenants
contained herein, the Distributor and the Fund hereby agree as follows:

                  In accordance with Paragraph 11 of the Distribution Agreement,
all references in the Distribution Agreement to the "Xxxxxxxxx New York
Municipal Portfolio," the "Xxxxxxxxx California Municipal Portfolio" and the
"Xxxxxxxxx Diversified Municipal Portfolio" are hereby changed to the "New York
Municipal Portfolio," the "California Municipal Portfolio" and the "Diversified
Municipal Portfolio," respectively; and

                  With respect to the Portfolios, the Distribution Agreement
applies only to the Xxxxxxxxx Classes of such Portfolios.

                  IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly authorized
representative as of the 1st day of February, 2002.

                                            XXXXXXX X. XXXXXXXXX FUND, INC.


                                            By:  /s/  Xxxxxx X. Xxxxxx, Xx.
                                               ---------------------------------



                                            XXXXXXX X. XXXXXXXXX & CO., LLC


                                            By:  /s/  Xxxxxx X. Xxxxxxxxx
                                               ---------------------------------