Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
January 25, 2010
VIA EDGAR
Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Municipal Income Fund, Inc.
- AllianceBernstein High Income Municipal Portfolio
Post-Effective Amendment No. 41
File Nos. 33-7812 and 811-04791
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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 post-effective amendments
to the registration statement filed on Form N-1A of AllianceBernstein Municipal
Income Fund, Inc. on behalf of its series, AllianceBernstein High Income
Municipal Portfolio (the "Fund"), as provided orally to Young Seo of this office
on December 23, 2009. The Staff's comments and our responses are discussed
below.
Comment 1: Fees and Expenses of the Portfolio: The row heading of the
Annual Portfolio Operating Expenses table, "Total Portfolio
Operating Expenses," should be revised to state "Total
Annual Portfolio Operating Expenses".
Response: We have revised the disclosure in response to this comment.
Comment 2: Fees and Expenses of the Portfolio: The caption, "Net
Expenses", in the Annual Portfolio Operating Expenses table
should state "Total Annual Portfolio Operating Expenses
After Waiver and/or Expense Reimbursement.
Response: We have removed this disclosure from the prospectus.
Comment 3: Fees and Expenses of the Portfolio: The disclosure regarding
reimbursement of fees waived in footnote (b) should be
simplified.
Response: We have removed this disclosure from the prospectus.
Comment 4: Fees and Expenses of the Portfolio: Footnote (b) should
include a description of who can terminate the fee waiver
arrangement and under what circumstances.
Response: We have removed this disclosure from the prospectus.
Comment 5: Fees and Expenses of the Portfolio: The footnote to the
Examples table should be deleted because it is not required
by Form N-1A, although it could be briefly incorporated into
the introductory paragraph.
Response: We have removed this disclosure from the prospectus.
Comment 6: Principal Strategies: The first sentence of the second
paragraph states that "[t]he Portfolio may invest without
limit in lower-rated securities". This disclosure should
include a reference to "junk bonds".
Response: We have revised the disclosure in response to this comment.
Comment 7: Principal Strategies: The Principal Strategies section
should include a disclosure regarding how individual
securities are selected for purchase and sale.
Response: We have revised the disclosure in response to this comment.
Comment 8: Principal Strategies: Disclosure regarding the maturity and
duration of the securities in which the Portfolio invests
should be included. Alternatively, disclosure that there is
no limit on maturity should be included.
Response: We have revised the disclosure in response to this comment.
Comment 9: Principal Risks: For Liquidity Risk, disclosure that
investments in lower-rated securities (junk bonds) may also
not be liquid should be added.
Response: We have revised the disclosure in response to this comment.
Comment 10: Principal Risks: The third paragraph of the Principal
Strategies section states that the Portfolio may invest in
mortgage related securities. Disclosure regarding prepayment
risk should be included.
Response: Prepayment risk is not a principal risk for the Portfolio.
We have not revised the disclosure in response to this
comment.
Comment 11: Performance Information: Only the first sentence is required
under Form N-1A. The rest of the disclosure should be either
streamlined or deleted.
Response: We have revised the disclosure in response to this comment.
Comment 12: Purchase and Sale of Portfolio Shares: The footnote to the
Purchase Minimums table should be deleted because it is not
required under Form N-1A.
Response: We have revised the disclosure in response to this comment.
Comment 13: Tax Information: Disclosure should address AMT.
Response: We have revised the disclosure 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
disclosure 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) the 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
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Young Seo
cc: Andrew L. Gangolf, Esq.
Stephen J. Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0460 1059076 v2