Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
October 5, 2006
VIA EDGAR
Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Alliance World Dollar Government Fund II, Inc.
Proxy Statement
File No. 811-07732
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Dear Ms. Stirling:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the Pre 14A Proxy Statement
filing for Alliance World Dollar Government Fund II, Inc. (the Fund) regarding
the elimination of one of the Fund's fundamental investment policies as provided
orally to Kathleen Clarke and Young Seo of this office on September 25, 2006.
The Staff's comments and our responses are discussed below.(1)
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(1) Capitalized terms have the same meaning as in the Proxy Statement unless
otherwise defined.
Comment 1: Disclosure regarding the dissenters' right of appraisal required
under Item 3 of Schedule 14A is missing.
Response: We believe that a disclosure regarding the dissenters' right of
appraisal is required only when such a right exists under
applicable legal and regulatory requirements. We have not revised
the proxy statement in response to this comment because, under
applicable legal and regulatory requirements, such a right does
not exist in relation to a voting on elimination of a fund's
fundamental investment policy.
Comment 2: Disclosure regarding voting securities required under Item 6(a)
of Schedule 14 A is missing.
Response: We have revised the proxy statement in response to this comment.
Comment 3: Disclosure regarding security ownership of management required
under Item 6(d) of Schedule 14A is missing.
Response: We have revised the proxy statement in response to this comment.
Comment 4: Disclosure regarding the Fund's administrator required under Item
22(a)(3)(i) of Schedule 14A is missing.
Response: We have revised the proxy statement in response to this comment.
* * *
We hereby acknowledge that (i) the Fund is responsible for the adequacy and
accuracy of the disclosures in the filings; (ii) Staff comments or changes to
disclosures in response to Staff comments in the filings reviewed by the Staff
do not foreclose the SEC from taking any action with respect to the filing; and
(iii) a Fund may not assert Staff comments as a defense in any proceedings
initiated by the SEC or any person under the federal securities laws of the
United States.
If you have any additional comments or questions, please contact Kathleen
Clarke or the undersigned at (202) 737-8833.
Sincerely,
/s/ Young Seo
cc: Andrew L. Gangolf, Esq.
Christina A. Morse, Esq.
Kathleen K. Clarke, Esq.
00250.0209 #706362