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<TYPE>EX-99.A CHARTER
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                    ARTICLES OF INCORPORATION

                               OF

         ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.


         FIRST:    (1)  The name of the incorporator is John E.
Denneen.

                   (2)  The incorporator's post office address is
One Battery Park Plaza, New York, New York 10004.

                   (3)  The incorporator is over eighteen years
of age.

                   (4)  The incorporator is forming the
corporation named in these Articles of Incorporation under the
general laws of the State of Maryland.

         SECOND:   The name of the corporation (hereinafter
called the "Corporation") is Alliance World Dollar Government
Fund II, Inc.

         THIRD:    The purpose for which the Corporation is
formed is to conduct and carry on the business of an investment
company registered under the Investment Company Act of 1940.  The
Corporation shall have all of the powers granted to corporations
by the Maryland General Corporation Law now or hereafter in
force.

         FOURTH:   The post office address of the principal
office of the Corporation within the State of Maryland is
32 South Street, Baltimore, Maryland 21202, in care of The
Corporation Trust, Incorporated.

         The resident agent of the Corporation in the State of
Maryland is The Corporation Trust, Incorporated, 32 South Street,
Baltimore, Maryland 21202.

         FIFTH:    (1)  The total number of shares of capital
stock which the Corporation shall have authority to issue is One
Hundred Million (100,000,000), all of which shall be Common Stock
having a par value of one cent ($.01) per share and an aggregate
par value of One Million Dollars ($1,000,000) subject to the
following provisions:

                   (2)  The Corporation may issue shares of stock
in fractional denominations to the same extent as its whole
shares, and shares in fractional denominations shall be shares of
stock having proportionately to the respective fractions



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represented thereby all the rights of whole shares, including
without limitation, the right to vote, the right to receive
dividends and distributions, and the right to participate upon
liquidation of the Corporation, but excluding the right to
receive a stock certificate representing fractional shares.

                   (3)  No holder of any shares of stock of the
Corporation shall be entitled to any preemptive rights except
those that the Board of Directors may determine from time to
time.

                   (4)  All persons who shall acquire stock or
other securities of the Corporation shall acquire the same
subject to the provisions of these Articles of Incorporation, as
from time to time amended.

                   (5)  Dividends payable in cash declared by the
Board of Directors shall be automatically invested in shares of
Common Stock pursuant to a Dividend Reinvestment Plan to be
adopted by the Board of Directors, as modified or amended from
time time, but which must contain provisions permitting
stockholders to elect not to participate in such Plan.  If the
Board of Directors determines not to implement or to terminate
such Dividend Reinvestment Plan, dividends declared and payable
in cash shall be paid to stockholders in cash.  The Board of
Directors may appoint a Plan Agent for the Dividend Reinvestment
Plan.  Appointment of the Plan Agent by the Board of Directors
shall also constitute appointment of the Plan Agent by the
participants in the Dividend Reinvestment Plan.  If additional
classes of stock are issued, dividends declared in respect of
such classes shall not be subject to this Section.

         SIXTH:    (1)  The Corporation initially shall have one
director.  The number of directors of the Corporation may be
changed pursuant to the Bylaws of the Corporation, but the number
of directors shall never be less than the number prescribed by
the Maryland General Corporation Law and shall never be more than
twenty.  The term of office of a director in office at the time
of any decrease in the number of directors shall not be affected
as a result thereof.  The name of the initial director of the
Corporation is Edmund P. Bergan, Jr.

                   (2)  Beginning with the first annual meeting
of stockholders held after the initial public offering of the
shares of stock of the Corporation (the "Initial Annual Meeting")
the Board of Directors shall be divided into three classes.
Within the limits specified in Section 1 of this Article SIXTH
and the Bylaws of the Corporation, the number of directors in
each class shall be determined by resolution of the Board of
Directors.  The term of office of the first class shall expire on
the date of the annual meeting of stockholders held one year


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after the Initial Annual Meeting.  The term of office of the
second class shall expire on the date of the annual meeting of
stockholders held two years after the Initial Annual Meeting.
The term of office of the third class shall expire on the date of
the annual meeting of stockholders held three years after the
Initial Annual Meeting.  Upon expiration of the term of office of
each class as set forth above, the number of directors in such
class, as determined by the Board of Directors, shall be elected
for a term of three years to succeed the directors whose terms of
office expire.  The number of directorships shall be apportioned
among the classes so as to maintain the classes as nearly equal
in number as possible.

                   (3)  A director may be removed only by the
affirmative vote of seventy-five percent (75%) of the votes
entitled to be cast for the election of directors.

         SEVENTH:  The following provisions are inserted for the
purpose of defining, limiting and regulating the powers of the
Corporation, the Board of Directors and the stockholders.

                   (1)  The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors which shall have and may exercise all powers of the
Corporation except those powers which are by law, by these
Articles of Incorporation or by the Bylaws conferred upon or
reserved to the stockholders.  In furtherance and not in
limitation of the powers conferred by law, the Board of Directors
shall have power:

                   (a)  to make, alter and repeal the Bylaws of
         the Corporation;

                   (b)  to issue and sell, from time to time,
         shares of any class of the Corporation's stock in such
         amounts and on such terms and conditions, and for such
         amount and kind of consideration, as the Board of
         Directors shall determine;

                   (c)  from time to time to determine the net
         asset value per share of the Corporation's stock or to
         establish methods to be used by the Corporation's
         officers, employees or agents for determining the net
         asset value per share of the Corporation's stock;

                   (d)  from time to time to determine to what
         extent and at what times and places and under what
         conditions and regulations the accounts, books and
         records of the Corporation, or any of them, shall be
         open to the inspection of the stockholders; and no
         stockholder shall have any right to inspect any account


                                3



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         or book or document of the Corporation, except as
         conferred by the laws of the State of Maryland, unless
         and until authorized to do so by resolution of the Board
         of Directors; and

                   (e)  to classify or to reclassify, from time
         to time, any unissued shares of stock of the
         Corporation, whether now or hereafter authorized, by
         setting, changing or eliminating the preferences,
         conversion or other rights, voting powers, restrictions,
         limitations as to dividends, qualifications or terms and
         conditions of or rights to require redemption of the
         stock.

                   (2)  Except as provided in Article SIXTH,
Sections 3, 4 and 6 of this Article SEVENTH and in Article NINTH,
notwithstanding any provision of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes
of the Corporation's stock entitled to be cast in order to take
or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon subject to any
applicable requirements of the Investment Company Act of 1940, as
in effect from time to time, or rules, regulations or orders
thereunder promulgated by the Securities and Exchange Commission
or any successor thereto.

                   (3)  (a)  Notwithstanding any other provision
of these Articles of Incorporation, if the Corporation has not
purchased by March 31, 1999 all shares of capital stock of the
Corporation tendered by holders thereof pursuant to the last
prescribed tender offer to be commenced between October 1, 1998
and March 31, 1999, the Board of Directors of the Corporation
shall submit to the stockholders no later than July 31, 1999 a
proposal to convert the Corporation from a "closed-end company"
to an "open-end company," as those terms are defined in Sections
5(a)(2) and 5(a)(1), respectively, of the Investment Company Act
of 1940, as amended, and amendments to these Articles of
Incorporation required to effectuate such proposal.

                        (b)  Notwithstanding any other provision
of these Articles of Incorporation, if the Corporation continues
as a closed-end company after a proposal to convert the
Corporation to an open-end company has been voted upon by
stockholders and if the Corporation has not purchased by March
31, 2004 all shares of capital stock of the Corporation tendered
by holders thereof pursuant to the last prescribed tender offer
to be commenced between October 1, 2003 and March 31, 2004, the
Board of Directors of the Corporation shall submit to the
stockholders no later than July 31, 2004 a proposal to convert
the Corporation from a closed-end company to an open-end company,


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and amendments to these Articles of Incorporation required to
effectuate such proposal.

                        (c)  Notwithstanding any other provision
of these Articles of Incorporation, at any time prior to October
1, 1998 the affirmative vote of the holders of at least seventy-
five percent (75%) of the outstanding shares of capital stock of
the Corporation entitled to vote thereon shall be required to
approve, adopt or authorize an amendment to these Articles of
Incorporation to convert the Corporation from a closed-end
company to an open-end company, unless such action previously has
been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of Directors fixed in accordance
with the By-Laws, in which case the affirmative vote of the
holders of a majority of the outstanding shares of capital stock
of the Corporation entitled to vote thereon shall be required.

                        (d)  Notwithstanding any other provision
of these Articles of Incorporation, if the Corporation continues
as a closed-end company after December 31, 1999, at any time
subsequent to December 31, 1999 and prior to October 1, 2003, the
affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of capital stock of the
Corporation entitled to vote thereon shall be required to
approve, adopt or authorize an amendment to these Articles of
Incorporation to convert the Corporation from a closed-end
company to an open-end company, unless such action previously has
been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of Directors fixed in accordance
with the By-Laws, in which case the affirmative vote of the
holders of a majority of the outstanding shares of capital stock
of the Corporation entitled to vote thereon shall be required.

                        (e)  Notwithstanding any other provision
of these Articles of Incorporation, if the Corporation continues
as a closed-end company after December 31, 2004, at any time
subsequent to December 31, 2004, the affirmative vote of the
holders of at least seventy-five percent (75%) of the outstanding
shares of capital stock of the Corporation entitled to vote
thereon shall be required to approve, adopt or authorize an
amendment to these Articles of Incorporation to convert the
Corporation from a closed-end company to an open-end company,
unless such action previously has been approved, adopted or
authorized by the affirmative vote of two-thirds of the total
number of Directors fixed in accordance with the By-Laws, in
which case the affirmative vote of the holders of a majority of
the outstanding shares of capital stock of the Corporation
entitled to vote thereon shall be required.

                   (4)  (a)  Notwithstanding any other provision
of these Articles of Incorporation, and subject to the exceptions


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provided in Paragraph (d) of this Section 4, the types of
transactions described in Paragraph (c) of this Section 4 shall
require the affirmative vote of seventy-five percent (75%) of the
votes entitled to be cast by stockholders of the Corporation when
a Principal Shareholder (as defined in Paragraph (b) of this
Section 4) is a party to the transaction.  Such affirmative vote
shall be in addition to the vote of the holders of the stock of
the Corporation otherwise required by law or any agreement
between the Corporation and any national securities exchange.

                   (b)  The term "Principal Shareholder" shall
mean any corporation, person or other entity which is the
beneficial owner, directly or indirectly, of more than five
percent (5%) of the outstanding shares of stock of the
Corporation and shall include any affiliate or associate, as such
terms are defined in clause (B) below, of a Principal
Shareholder.  For the purposes of this Section 4, in addition to
the shares of stock which a corporation, person or other entity
beneficially owns directly, (i) any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares
of stock of the Corporation (A) which it has the right to acquire
pursuant to any agreement or upon exercise of conversion rights
or warrants, or otherwise (but excluding stock options granted by
the Corporation) or (B) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of
clause (A) above), by any other corporation, person or entity
with which it or its "affiliate" or "associate" (as defined
below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of
the Corporation, or which is its "affiliate" or "associate" as
those terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in
effect from time to time, and (ii) the outstanding shares of any
class of stock of the Corporation shall include shares deemed
owned through application of clauses (A) and (B) above but shall
not include any other shares which may be issuable pursuant to
any agreement, or upon exercise of conversion rights or warrants,
or otherwise.

                   (c)  This Section 4 shall apply to the
following transactions:

                        (i)  The merger, consolidation or
         statutory share exchange of the Corporation with or into
         any Principal Shareholder.

                       (ii)  The issuance of any securities of
         the Corporation to any Principal Shareholder for cash
         except upon reinvestment of dividends pursuant to a
         dividend reinvestment plan of the Corporation.



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                      (iii)  The sale, lease or exchange of all
         or any substantial part of the assets of the Corporation
         to any Principal Shareholder (except assets having an
         aggregate fair market value of less than $1,000,000,
         aggregating for the purpose of such computation all
         assets sold, leased or exchanged in any series of
         similar transactions within a twelve-month period).

                       (iv)  The sale, lease or exchange to the
         Corporation or any subsidiary thereof, in exchange for
         securities of the Corporation, of any assets of any
         Principal Shareholder (except assets having an aggregate
         fair market value of less than $1,000,000, aggregating
         for the purposes of such computation all assets sold,
         leased or exchanged in any series of similar
         transactions within a twelve-month period).

                   (d)  The provisions of this Section 4 shall
not be applicable to (i) any of the transactions described in
Paragraph (c) of this Section if the Continuing Directors of the
Corporation (as defined below) shall by resolution have approved
a memorandum of understanding with such Principal Shareholder
with respect to and substantially consistent with such
transaction, or (ii) any such transaction with any corporation of
which a majority of the outstanding shares of all classes of
stock normally entitled to vote in elections of directors is
owned of record or beneficially by the Corporation and its
subsidiaries.  A "Continuing Director" is a Director who (i) was
a Director on the date of the closing of the initial public
offering of the Corporation's Common Stock or (ii) subsequently
became a Director and whose election, or nomination for election
by the Corporation's stockholders, was approved by a vote of a
majority of the Continuing Directors then on the Board of
Directors.

                   (e)  The Board of Directors shall have the
power and duty to determine for the purposes of this Section 4 on
the basis of information known to the Corporation, whether (i) a
corporation, person or entity beneficially owns more than five
percent (5%) of the outstanding shares of any class of stock of
the Corporation, (ii) a corporation, person or entity is an
"affiliate" or "associate" (as defined above) of another, (iii)
the assets being acquired or leased to or by the Corporation, or
any subsidiary thereof, constitute a substantial part of the
assets of the Corporation and have an aggregate fair market value
of less than $1,000,000, and (iv) the memorandum of understanding
referred to in Paragraph (d) hereof is substantially consistent
with the transaction covered thereby.  Any such determination
shall be conclusive and binding for all purposes of this Article.




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                   (5)  Any determination made in good faith by
or pursuant to the direction of the Board of Directors, as to the
amount of the assets, debts, obligations, or liabilities of the
Corporation, as to the amount of any reserves or charges set up
and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or
cancellation of any reserves or charges (whether or not any debt,
obligation or liability for which such reserves or charges shall
have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged), as to the
value of or the method of valuing any investment owned or held by
the Corporation, as to the market value or fair value of any
investment or fair value of any other asset of the Corporation,
as to the number of shares of the Corporation outstanding, as to
the estimated expense to the Corporation in connection with
purchases of its shares, as to the ability to liquidate
investments in an orderly fashion, or as to any other matters
relating to the issue, sale, purchase or other acquisition or
disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation
and all holders of its shares, past, present and future, and
shares of the Corporation are issued and sold on the condition
and understanding that any and all such determinations shall be
binding as aforesaid.

                   (6)  The liquidation or dissolution of the
Corporation, and any amendments to these Articles of
Incorporation to terminate the Corporation's existence shall
require the affirmative vote of seventy-five percent (75%) of the
votes entitled to be cast by the stockholders of the Corporation,
provided that if a majority of the Continuing Directors shall
have approved the liquidation or dissolution of the Corporation,
such action shall require the affirmative vote of a majority of
the votes entitled to be cast.

         EIGHTH:   (1)  To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
shareholders for damages.  This limitation on liability applies
to events occurring at the time a person serves as a director or
officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.

                   (2)  The Corporation shall indemnify and
advance expenses to its currently acting and its former directors
to the fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law.  The
Corporation shall indemnify and advance expenses to its officers
to the same extent as its directors and to such further extent as


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is consistent with law.  The Board of Directors may by Bylaw,
resolution or agreement make further provisions for
indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation
Law.

                   (3)  No provision of this Article EIGHTH shall
be effective to protect or purport to protect any director or
officer of the Corporation against any liability to the
Corporation or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct to his office.

                   (4)  References to the Maryland General
Corporation Law in this Article EIGHTH are to that law as from
time to time amended.  No amendment to these Articles of
Incorporation of the Corporation shall affect any right of any
person under this Article EIGHTH based on any event, omission or
proceeding prior to the amendment.

         NINTH:    (1)  The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these
Articles of Incorporation or in any amendment hereto in the
manner now or hereafter prescribed by the laws of the State of
Maryland, including any amendment which alters the contract
rights, as expressly set forth in these Articles of
Incorporation, of any outstanding stock, and all rights conferred
upon stockholders herein are granted subject to this reservation.

                   (2)  Notwithstanding Section 1 of this Article
NINTH or any other provisions of these Articles of Incorporation,
no amendment to these Articles of Incorporation of the
Corporation shall amend, alter, change or repeal any of the
provisions of Article THIRD, Article SIXTH, Sections 3, 4 and 6
of Article SEVENTH and this Article NINTH unless the amendment
effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of seventy-five percent (75%) of the
votes entitled to be cast by stockholders of the Corporation.
Such affirmative vote shall be in addition to the vote of the
holders of the stock of the Corporation otherwise required by law
or any agreement between the Corporation and any national
securities exchange.










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         IN WITNESS WHEREOF, the undersigned, being the
incorporator of the Corporation, has adopted and signed these
Articles of Incorporation for the purpose of forming the
corporation described herein pursuant to the Maryland General
Corporation Law and does hereby acknowledge that said adoption
and signing are his act.


                                  /s/ John E. Denneen
                                  -------------------------
                                      John E. Denneen

Dated:  May 19, 1993








































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