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<TYPE>EX-99.2G ADVSR CONTR
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<FILENAME>em00250153ad1.txt
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                       ADVISORY AGREEMENT

         Alliance World Dollar Government Fund II, Inc.
                   1345 Avenue Of The Americas
                    New York, New York 10105

                                                    July 27, 1993


Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

         We, the undersigned Alliance World Dollar Government

Fund II, Inc., herewith confirm our agreement with you as

follows:

         1.   We are a closed-end, non-diversified management

investment company registered under the Investment Company Act of

1940 (the "Act").  We propose to engage in the business of

investing and reinvesting our assets in securities ("the

portfolio assets") of the type and in accordance with the

limitations specified in our Articles of Incorporation, Bylaws,

Registration Statement filed with the Securities and Exchange

Commission under the Securities Act of 1933 and the Act, and any

representations made in our prospectus, all in such manner and to

such extent as may from time to time be authorized by our Board

of Directors.  We enclose copies of the documents listed above

and will from time to time furnish you with any amendments

thereof.

         2.   (a)  We hereby employ you to manage the investment

and reinvestment of the portfolio assets as above specified and,



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without limiting the generality of the foregoing, to provide

management and other services specified below.

              (b)  You will make decisions with respect to all

purchases and sales of the portfolio assets.  To carry out such

decisions, you are hereby authorized, as our agent and attorney-

in-fact, for our account and at our risk and in our name, to

place orders for the investment and reinvestment of the portfolio

assets.  In all purchases, sales and other transactions in the

portfolio assets you are authorized to exercise full discretion

and act for us in the same manner and with the same force and

effect as we might or could do with respect to such purchases,

sales or other transactions, as well as with respect to all other

things necessary or incidental to the furtherance or conduct of

such purchases, sales or other transactions.

              (c)  You will report to our Board of Directors at

each meeting thereof all changes in the portfolio assets since

the prior report, and will also keep us in touch with important

developments affecting the portfolio assets and on your own

initiative will furnish us from time to time with such

information as you may believe appropriate for this purpose,

whether concerning the individual issuers whose securities are

included in our portfolio, the industries in which they engage,

or the conditions prevailing in the economy generally.  You will

also furnish us with such statistical and analytical information

with respect to the portfolio assets as you may believe




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appropriate or as we reasonably may request.  In making such

purchases and sales of the portfolio assets, you will bear in

mind the policies set from time to time by our Board of Directors

as well as the limitations imposed by our Articles of

Incorporation and in our Registration Statement under the Act and

the Securities Act of 1933, and the limitations in the Act and of

the Internal Revenue Code of 1986, as amended, in respect of

regulated investment companies.

              (d)  It is understood that you will from time to

time employ or associate with yourselves such persons as you

believe to be particularly fitted to assist you in the execution

of your duties hereunder, the cost of performance of such duties

to be borne and paid by you.  No obligation may be incurred on

our behalf in any such respect.  During the continuance of this

agreement at our request you will provide us persons satisfactory

to our Board of Directors to serve as our officers.  Such

personnel may be employees of you or your affiliates.  Nothing

contained herein shall be construed to restrict our right to hire

our own employees or to contract for services to be performed by

third parties.  Furthermore, you or your affiliates (other than

us) shall furnish us without charge with such management

supervision and assistance and such office facilities as you may

believe appropriate or as we may reasonably request subject to

the requirements of any regulatory authority to which you may be

subject.




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         3.   We hereby confirm that, subject to the foregoing,

we shall be responsible and hereby assume the obligation for

payment of all our other expenses, including: (a) payment of the

fee payable to you under paragraph 5 hereof; (b) brokerage and

commission expenses; (c) federal, state, local and foreign taxes,

including issue and transfer taxes, incurred by or levied on us;

(d) interest charges on borrowings; (e) our organizational and

offering expenses, whether or not advanced by you; (f) fees and

expenses of registering our shares under the appropriate federal

securities laws and of qualifying our shares under applicable

state securities laws; (g) fees and expenses of listing and

maintaining the listing of our shares on any securities exchange;

(h) expenses of printing and distributing reports to

shareholders; (i) costs of proxy solicitation; (j) charges and

expenses of our administrator, custodians and registrar, and our

transfer and dividend paying agent; (k) compensation of our

Directors, officers and employees who do not devote any part of

their time to your affairs or the affairs of your affiliates

other than us; (l) legal and auditing expenses; (m) the cost of

stock certificates representing shares of our common stock; and

(n) costs of stationery and supplies.

         4.   We shall expect of you, and you will give us the

benefit of, your best judgment and efforts in rendering these

services to us, and we agree as an inducement to your undertaking

these services that you shall not be liable hereunder for any




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mistake of judgment or in any event whatsoever, except for lack

of good faith, provided that nothing herein shall be deemed to

protect, or purport to protect, you against any liability to us

or to our security holders to which you would otherwise be

subject by reason of willful misfeasance, bad faith or gross

negligence in the performance of your duties hereunder, or by

reason of your reckless disregard of your obligations and duties

hereunder.

         5.   In consideration of the foregoing we will pay you a

monthly fee at an annualized rate of 1.00% of our average weekly

net assets.  For purposes of the calculation of such fee, average

weekly net assets shall be determined on the basis of our average

net assets for each weekly period (ending on Friday) ending

during the month.  The net assets for each weekly period are

determined by averaging the net assets on the Friday of such

weekly period with the net assets on the Friday of the

immediately preceding weekly period.  When a Friday is not a

business day for us, then the calculation will be based on our

net assets on the business day immediately preceding such Friday.

Such fee shall be payable in arrears on the last day of each

calendar month for services performed hereunder during such

month.  If our initial Registration Statement is declared

effective by the Securities and Exchange Commission after the

beginning of a month or this agreement terminates prior to the

end of a month, such fee shall be prorated according to the




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proportion which such portion of the month bears to the full

month.

         6.   This agreement shall become effective on the date

on which our pending Registration Statement on Form N-2 relating

to our shares becomes effective and shall continue in effect

until September 30, 1994 and may be continued for successive

twelve-month periods (computed from each October 1) provided that

such continuance is specifically approved at least annually by

our Board of Directors or by majority vote of the holders of our

outstanding voting securities (as defined in the Act), and in

either case, by a majority of our Board of Directors who are not

interested persons, as defined in the Act, of any party to this

agreement (other than as Directors of our corporation), provided

further, however, that if the continuation of this agreement is

not approved, you may continue to render the services described

herein in the manner and to the extent permitted by the Act and

the rules and regulations thereunder.  Upon the effectiveness of

this agreement, it shall supersede all previous agreements

between us covering the subject matter hereof.  This agreement

may be terminated at any time, without the payment of any

penalty, by vote of a majority of our outstanding voting

securities (as so defined), or by a vote of our Board of

Directors on 60 days written notice to you, or by you on 60 days

written notice to us.






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         7.   This agreement may not be transferred, assigned,

sold or in any manner hypothecated or pledged by you and this

agreement shall terminate automatically in the event of any such

transfer, assignment, sale, hypothecation or pledge by you.  The

term "transfer", "assignment" and "sale" as used in this

paragraph shall have the meanings ascribed hereto by governing

law and any interpretation thereof contained in rules or

regulations promulgated by the Securities and Exchange Commission

thereunder.

         8.   (a) Except to the extent necessary to perform your

obligations hereunder, nothing herein shall be deemed to limit or

restrict your right, or the right of any of your employees, or

any of the officers or directors of Alliance Capital Management

Corporation, your general partner, who may also be a Director,

officer or employee of ours, or persons otherwise affiliated with

us (within the meaning of the Act) to engage in any other

business or to devote time and attention to the management or

other aspects of any other business, whether of a similar or

dissimilar nature, or to render service of any kind to any other

trust, corporation, firm, individual or association.

              (b) You will notify us of any change in the general

partner of your partnership within a reasonable time after such

change.

         9.   If you cease to act as our investment adviser, or,

in any event, if you so request in writing, we agree to take all




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necessary action to change our name to a name not including the

term "Alliance".  You may from time to time make available

without charge to us for our use such marks or symbols owned by

you, including marks or symbols containing the term "Alliance" or

any variation thereof, as you may consider appropriate.  Any such

marks or symbols so made available will remain your property and

you shall have the right, upon notice in writing, to require us

to cease the use of such mark or symbol at any time.

         10.  This agreement shall be construed in accordance

with the laws of the State of New York, provided, however, that

nothing herein shall be construed as being inconsistent with the

Act.

         If the foregoing is in accordance with your

understanding, will you kindly so indicate by signing and

returning to us the enclosed copy hereof.

                             Very truly yours,




                             ALLIANCE WORLD DOLLAR GOVERNMENT
                               FUND II, INC.



                             By /s/  Robert M. Sinche
                                __________________________
                                Name:  Robert M. Sinche
                                Title: Senior Vice President









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Agreed to and accepted
as of the date first set forth above.

ALLIANCE CAPITAL MANAGEMENT L.P.

By ALLIANCE CAPITAL MANAGEMENT
     CORPORATION,
      its General Partner


   By    /s/ John D. Carifa
         __________________________________________
     Name:   John D. Carifa
     Title:  President, Chief Operating Officer
             and Chief Financial Officer






































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00250153.AD1

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