Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
September 1, 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 Corporate Shares
- AllianceBernstein Municipal Income Shares
Post-Effective Amendment No. 4
File Nos. 333-112207 and 811-21497
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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 Corporate
Shares on behalf of its series, AllianceBernstein Municipal Income Shares (the
"Fund"), as provided orally to Young Seo of this office on July 21, 2010. The
Staff's comments and our responses are discussed below.
SAI
Comment 1 Board of Trustees Information- Experience, Skills, Attributes,
and Qualifications of the Fund's Trustees: Information regarding
skills, attributes and qualifications should be more specific in
order to provide an explanation of the basis for the Board's
decision that a Trustee is qualified.
RESPONSE: WE HAVE REVISED THE DISCLOSURE IN RESPONSE TO THIS COMMENT.
Comment 2 Board of Trustees Information - Experience, Skills, Attributes,
and Qualifications of the Fund's Trustees: The last sentence of the
third paragraph, "[r]eferences to the qualifications, attributes
and skills of Trustees are pursuant to requirements of the
Commission, do not constitute holding out of the Board or any
Trustee as having special expertise or experience and shall not be
deemed to impose any greater responsibility or liability on any
Trustee of on the Board by reason thereof", should be deleted.
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 filing; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filing 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 0454 1118707