Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
January 26, 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.
Post-Effective Amendment No. 42
File Nos. 33-7812 and 811-04791
AllianceBernstein Municipal Income Fund II
Post-Effective Amendment No. 25
File Nos. 33-60560 and 811-07618
Dear Ms. Sterling:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendment
to the registration statement filed on Form N-1A of the Funds referred above, as
provided orally to the undersigned on December 23, 2009. The Staff's comments
and our responses are discussed below.
Prospectus
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Comment 1: Annual Portfolio Operating Expense Tables: Insert "Total
Operating Expenses (Before Waiver)" below Total Other Expenses.
Insert "(After Waiver and/or Expense Reimbursement)" after Total
Operating Expenses.
Response: We have revised the disclosure in response to this comment.
Comment 2: Annual Portfolio Operating Expense Tables - Footnote (a):
Footnote (a) should include disclosure regarding as to who can
terminate the waiver and expense reimbursement arrangements under
what circumstances.
Response: We have revised the disclosure in response to this comment.
Comment 3: Annual Portfolio Operating Expense Tables - Footnote (b): Delete
footnote (b) and move the disclosure in footnote (b) to the
introductory paragraph under EXAMPLES.
Response: We have revised the disclosure in response to this comment.
Comment 4: Municipal Market Risk: Disclose how state economic factors may
affect each Portfolio's performance.
Response: We have revised the disclosure in response to this comment.
Comment 5: National Portfolio - Principal Strategies: The first paragraph
states that "The Portfolio pursues its objective by investing
principally in high-yielding, predominantly investment grade
municipal securities", while the second paragraph states that
"The Portfolio may invest without limit in lower-rated
securities, which may include securities having the lowest
rating, and in unrated securities that, in the Adviser's
judgment, would be lower-rated securities if rated". These
statements are not consistent with each other.
Response: We have revised the disclosure in response to this comment.
Note: The disclosure in the second paragraph about investing in
lower-rated securities was inadvertently included for all
AllianceBernstein Municipal Portfolios. We have deleted it.
Comment 6: National Portfolio - Principal Strategies: Insert "(Junk Bond)"
after lower-rated securities.
Response: We have revised the disclosure in response to this comment.
* * *
We hereby acknowledge that (i) the Funds are 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
filings; and (iii) the Funds 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/ B. Kyle Park
------------------------
B. Kyle Park
cc: Stephen Laffey, Esq.
Kathleen K. Clarke, Esq.
SK 00250 0157 1058673