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<TYPE>EX-99.2E DIV REIN PL
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ALLIANCE CAPITAL [LOGO]

Dear Shareholder:

In order to provide you with answers to the questions that are
most frequently asked about the Dividend Reinvestment Plan (the
"Plan") established by Alliance World Dollar Government Fund II,
Inc. (the "Fund"), we have prepared this brochure to summarize
the details of the Plan.  The Plan provides a convenient way to
acquire additional shares of the Fund's common stock
automatically through the reinvestment of net investment income
and capital gains.

If your shares are held in your own name, you will automatically
be a participant in the Plan unless you elect to receive cash.
If your shares are held in nominee or "street" name through
Shearson Lehman Brothers Inc., or through any other broker or
nominee who provides this service, you will also automatically be
a participant in the Plan.  If your shares are held in the name
of any broker or nominee who does not provide this service, you
will need to instruct them to participate in the Plan on your
behalf or your distributions will not be reinvested.  In such
case, you will receive your distributions in cash.

We hope that this brochure will prove helpful in addressing your
questions concerning the Plan.  If you have any questions, please
contact State Street Bank and Trust Company at the telephone
number listed on the cover of this brochure.

Sincerely,

/s/ David H. Dievler
____________________
David H. Dievler
Chairman of the Board

(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.



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How Often Are Dividends and Capital Gains Distributed?

The Fund will pay dividends of net investment income on its
shares of common stock (the "Shares") on a monthly basis, and
will distribute net capital gains on the Shares, if any, at least
annually.

How Do I Enroll in The Plan

All shareholders whose Shares are registered in their own names
will have all distributions reinvested automatically in
additional Shares, unless a shareholder elects to receive cash.

Shareholders whose Shares are held in the name of a broker or
nominee will automatically have distributions reinvested by the
broker or nominee in additional Shares under the Plan, unless the
automatic reinvestment service is not provided by the particular
broker or nominee (the "Nonparticipating Institutions") or the
Shareholder elects to receive distributions in cash.  If the
service is not available, such distributions will be paid in
cash.  To the extent that you wish to participate in the Plan,
and you hold your Shares through a Non-participating Institution,
you should contact such institution to ensure that your account
is properly represented.  It may also be necessary for you to
have your Shares taken out of "street" name and registered in
your own name to guarantee your participation in the Plan.  You
should contact your broker or nominee for information as to its
participation in the automatic reinvestment service.

If your Shares are held in the name of a brokerage firm, bank or
other nominee and you wish to enroll in the Plan, you should
contact such brokerage firm, bank or other nominee to determine
whether or how you may participate in the Plan.  You may have to
request your brokerage firm, bank or other nominee to register
your Shares in your own name to enable you to participate in the
Plan.

What Are The Benefits Of the Plan?

The Plan provides you with a convenient way to reinvest your
dividends and capital gains in additional Shares of the Fund,
thereby enabling you to compound your returns from the Fund.

As a participant, all distributions will be automatically
reinvested by State Street Bank and Trust Company, as the plan
agent (the "Plan Agent"), in whole or fractional Shares of the
Fund, as the case may be.

Another benefit of the Plan is that, under circumstances in which
the dividends or distributions are reinvested in Shares that are
purchased by the Plan Agent on the open market, brokerage


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commissions should be lower than you would pay to buy Shares on
your own because the Plan Agent would purchase Shares in large
blocks.  In cases where dividends or distributions consist of
Shares issued directly by the Fund, no brokerage commissions to
acquire such Shares are paid.

You will receive detailed account statements from the Plan Agent,
showing your dividends and capital gains distributions, dates of
reinvestment, number of Shares acquired and purchase price paid
per Share, and also showing the total number of Shares you
previously acquired and still hold through the Plan.

How Do I Receive Cash In Lieu of Reinvestment?

If Shares are registered in your name, you must notify the Plan
Agent that you wish to receive dividends and capital gains in
cash.  All such distributions will be paid by check from the Plan
Agent.  To notify the Plan Agent, the shareholder MUST:

-   Complete and sign the attached authorization form; and

-   Mail the form to the Plan Agent at the address stated on the
    form.

In order to receive dividends and capital gains in cash, the
authorization form must be received by the Plan Agent at least 10
business days before the record date for such distributions.

If your Shares are held in nominee or "street" name through
Shearson Lehman Brothers Inc. or a broker or nominee who provides
automatic reinvestment service and you wish to receive dividends
and capital gains in cash, you must notify your broker or nominee
and request that the change be made on your behalf.

How Does The Dividend Reinvestment Plan Work?

When a dividend or capital gain distribution is declared,
nonparticipants in the Plan will receive cash.  Participants in
the Plan will receive the equivalent in Shares of the Fund valued
as described below:

    (i)  If the Shares are trading at net asset value or at a
premium above net asset value at the time of valuation, the Fund
will issue new Shares at the greater of net asset value or 95% of
the then current market price.

    (ii) If the Shares are trading at a discount from net asset
value at the time of valuation, the Plan Agent will receive the
dividend or distribution in cash and apply it to the purchase of
the Fund's Shares in the open market, on the New York Stock
Exchange or elsewhere, for the participants' accounts.  Such


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purchases will be made on or shortly after the payment date for
such dividend or distribution and in no event more than 30 days
after such date except where temporary curtailment or suspension
of purchase is necessary to comply with the Federal securities
laws.  If, before the Plan Agent has completed its purchases, the
market price exceeds the net asset value of a Share of common
stock, the average purchase price per share paid by the Plan
Agent may exceed the net asset value of the Fund's Shares,
resulting in the acquisition of fewer Shares than if the dividend
or distribution had been paid in Shares issued by the Fund.

Will The Entire Amount Of My Distribution Be Reinvested?

As a registered shareholder in the Plan, the entire amount of
your distribution will be reinvested in Shares.  For any balance
that is not sufficient to purchase a full Share, the Plan Agent
will credit your account with a fractional Share interest
computed to four decimal places.  The fractional Share interest
is included in all subsequent distributions, and you have voting
rights on all full and fractional Shares acquired under the Plan.

Will I Be Issued Share Certificates For Transactions In The Plan?

No.  All Shares will be credited to the shareholder's account.
However, if a stock certificate is desired, it must be requested
in writing for each transaction.  Certificates will be issued
only for full Shares after request.

Are Distributions That Are Reinvested Subject To Income Taxes?

The automatic reinvestment of dividends and distributions will
not relieve participants of any income tax which may be payable
on such dividends or distributions.  If you participate in the
Plan, you will receive a Form 1099 concerning the Federal tax
status of distributions paid during the year.

Is There Any Charge To Participate In The Plan?

You will not pay any charge as a participant in the Plan to have
your dividends and distributions reinvested in additional Shares.
The Plan Agent's fees for handling the reinvestment of dividends
and distributions will be paid by the Fund.  There will be no
brokerage charges for Shares issued directly by the Fund as a
result of dividends or distributions payable either in Shares or
cash.  However, each participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's
open market purchases in connection with the reinvestment of
dividends or distributions paid in cash.





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How Do I Withdraw From the Plan or Sell My Shares?

Participants wishing to withdraw from the Plan or sell part or
all of their Shares must notify the Plan Agent in writing not
less than 10 days prior to any dividend record date, as specified
in Paragraph 10 of the Terms and Conditions.

Should you choose to withdraw any Shares from the Plan or
discontinue your participation in the Plan, you will receive a
certificate for the appropriate number of full Shares, along with
a check in payment for any fractional Share interest you may
have.  The payment for the fractional Share interest will be
valued at the market price of the Fund Shares on the date your
termination is effective.  In lieu of receiving a certificate,
you may request the Plan Agent to sell part or all of your Shares
at the market price and remit the proceeds to you, net of any
brokerage commissions.  A $2.50 fee is charged by the Plan Agent
upon any cash withdrawal or termination.

WHOM SHOULD I CONTACT FOR ADDITIONAL INFORMATION?

Other questions and correspondences concerning the Plan should be
directed to the Plan Agent:

               State Street Bank and Trust Company
       c/o Alliance World Dollar Government Fund II, Inc.
                          P.O. Box 8200
                Boston, Massachusetts  02266-8200

Experience under the Plan may indicate that changes are
desirable.  Accordingly, the Fund reserves the right to amend or
terminate the Plan as applied to any dividend or distribution
paid subsequent to written notice of the change to the Plan
participant at least 90 days before the date of such dividend or
distribution.  The Plan may also be amended or terminated by the
Plan Agent with the Fund's prior consent on at least 90 days'
written notice to participants.

                ALLIANCE WORLD DOLLAR GOVERNMENT
                          FUND II, INC.
                     TERMS AND CONDITIONS OF
                   DIVIDEND REINVESTMENT PLAN

    1.   Each holder of shares (a "Shareholder") of common stock
in Alliance World Dollar Government Fund II, Inc. (the "Fund"),
whose Fund shares are registered in his or her own name will
automatically be a participant ("Participant") in the Dividend
Reinvestment Plan (the "Plan"), unless any such Shareholder
specifically elects to receive all dividends and capital gains
distributions in cash paid by check mailed directly to the
Shareholder.  A Shareholder whose shares are registered in the


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name of a broker-dealer or other nominee (the "Nominee") will be
a Participant if such a service is provided by the Nominee.
State Street Bank and Trust Company (the "Plan Agent") will act
as agent for Participants and will open an account under the Plan
for each Participant in the same name as such Participant's
common stock is registered on the books and records of the
transfer agent for the common stock.

    2.   Whenever the Fund declares a capital gains distribution
or an income dividend payable in shares of common stock or cash,
Participants will receive the equivalent in Shares of the Fund
valued as described in paragraph 3 below.

    3.   (i)  If the shares are trading at net asset value or at
a premium above net asset value at the time of valuation, the
Fund will issue new Fund shares at the greater of net asset value
or 95% of the then current market price.

         (ii) If the shares are trading at a discount from net
asset value at the time of valuation, the Plan Agent will receive
the dividend or distribution in cash and apply it to the purchase
of the Fund's Shares in the open market, on the New York Stock
Exchange (the "Exchange") or elsewhere, for the Participants'
accounts.  Such purchases will be made on or shortly after the
payment date for such dividend or distribution and in no event
more than 30 days after such date except where temporary
curtailment or suspension of purchase is necessary to comply with
Federal securities laws.  If, before the Plan Agent has completed
its purchases, the market price exceeds the net asset value of a
share of common stock, the average purchase price per share paid
by the Plan Agent may exceed the net asset value of the Fund's
shares, resulting in the acquisition of fewer shares than if the
dividend or distribution had been in shares issued by the Fund.

    4.   For purposes of the Plan: (i) the market price of the
Fund's common stock on a particular date shall be the last sale
price on the Exchange at the close of the previous trading day
or, if there is no sale on the Exchange on that date, then the
mean between the closing bid and asked quotations for such stock
on the Exchange on such date, and (ii) net asset value per share
of common stock on a particular date shall be as determined by or
on behalf of the Fund.

    5.   The open-market purchases provided for above may be made
on any securities exchange where the shares of common stock of
the Fund are traded, in the over-the-counter market or in
negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Plan Agent shall determine.  Monies
held by the Plan Agent uninvested will not bear interest, and it
is understood that, in any event, the Plan Agent shall have no
liability in connection with any inability to purchase shares of


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common stock within 30 days after the initial date of such
purchase as herein provided, or with the timing of any purchases
effected.  The Plan Agent shall have no responsibility as to the
value of the shares of common stock of the Fund acquired for any
Participant's account.

    6.   The Plan Agent will hold shares of common stock acquired
pursuant to the Plan in the Plan Agent's name or that of its
Nominee.  The Plan Agent will forward to each Participant any
proxy solicitation material and will vote any shares of common
stock so held for each Participant only in accordance with the
proxy returned by any such Participant to the Fund.  Upon any
Participant's written request, the Plan Agent will cause the Fund
to deliver to her or him, without charge, a certificate or
certificates for the full shares of common stock.  Shares
represented by certificates acquired in this manner will continue
to be included in the Participant's account under the Plan.

    7.   The Plan Agent will confirm to each Participant
acquisitions made for its account as soon as practicable but not
later than 60 days after the date thereof.  Although a
Participant may from time to time have an undivided fractional
interest (computed to four decimal places) in a share of common
stock of the Fund, no certificates for a fractional share will be
issued.  However, dividends and distributions on fractional
shares of common stock will be credited to Participants'
accounts.

    8.   Any stock dividends or split shares distributed by the
Fund on shares of common stock held by the Plan Agent for any
Participant will be credited to such Participant's account.  In
the event that the Fund makes available to Participants rights to
purchase additional shares of common stock or other securities,
the Plan Agent will sell such rights and apply the proceeds of
the sale to the purchase of additional shares of common stock of
the Fund for the account of Participants.

    9.   The Plan Agent's service fee for handling capital gains
distributions or income dividends will be paid by the Fund.
Participants will be charged a pro rata share of brokerage
commissions on all open market purchases.

    10.  Any Participant may withdraw shares from such
Participant's account or terminate such Participant's account
under the Plan by notifying the Plan Agent in writing.  Such
withdrawal or termination will be effective immediately if notice
is received by the Plan Agent not less than 10 days prior to any
dividend or distribution record date; otherwise such withdrawal
or termination will be effective, with respect to any subsequent
dividend or distribution, on the first trading day after the
dividends paid for such record date have been credited to the


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Participant's account.  The Plan may be terminated by the Fund or
the Plan Agent with the Fund's prior consent upon notice in
writing mailed to each Participant at least 90 days prior to any
record date of the payment of any dividend or distribution by the
Fund.  Upon any withdrawal or termination, the Plan Agent will
cause to be delivered to each Participant a certificate or
certificates for the appropriate number of full shares and a cash
adjustment for any fractional share (valued at the market value
of the shares at the time of withdrawal or termination);
provided, however that any Participant may elect by notice to the
Agent in writing in advance of such termination to have the Plan
Agent sell part or all of the shares in question and remit the
proceeds to such Participant, net of any brokerage commissions.
A $2.50 plus brokerage commissions fee will be charged by the
Plan Agent upon any cash withdrawal or termination, and the Plan
Agent is authorized to sell a sufficient number of the
Participant's shares to cover such fee and any brokerage
commission on such sale.

    11.  These terms and conditions may be amended or
supplemented by the Fund or the Plan Agent with the Fund's prior
consent only by mailing to each Participant appropriate written
notice at least 90 days prior to the effective date thereof.  The
amendment or supplement shall be deemed to be accepted by each
Participant unless, with respect to any such Participant, prior
to the effective date thereof, the Plan Agent receives written
notice of the termination of that Participant's account under the
Plan.  Any such amendment may include an appointment by the Plan
Agent in its place and stead of a successor Plan Agent under
these terms and conditions, with full power and authority to
perform all or any of the acts to be performed by the Plan Agent
under these terms and conditions.  Upon any such appointment of a
successor plan Agent for the purpose of receiving dividends and
distributions, the Fund will be authorized to pay to such
successor plan agent, for Participants' accounts, all dividends
and distributions payable on the shares of common stock held in
each Participant's name or under the Plan for retention or
application by such successor plan agent as provided in these
terms and conditions.

    12.  The Plan Agent shall at all times act in good faith and
agree to use its best efforts within reasonable limits to ensure
the accuracy of all services performed under this agreement and
to comply with applicable law, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless such
error is caused by its or its employees' negligence, bad faith or
willful misconduct.

    13.  The Participant shall have no right to draw checks or
drafts against such Participant's Account or to give instructions



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to the Plan Agent in respect of any shares or cash held therein
except as expressly provided herein.

    14.  The Participant agrees to notify the Plan Agent promptly
in writing of any change of address.  Notices to the Participant
may be given by the Plan Agent by letter addressed to the
Participant as shown on the records of the Plan Agent.

    15.  This Agreement and the account established hereunder for
the Participant shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts and the Rules
and Regulations of the Securities and Exchange Commission, as
they may be changed or amended from time to time.








































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                     *AUTHORIZATION FOR CASH
    PLEASE TERMINATE MY REINVESTMENT PLAN AND... (CHECK ONE)

 --      Issue a certificate for all full shares and sell any
/ /      fractional shares remaining in my reinvestment account.
--

 --      Sell all shares currently held in my reinvestment
/ /      account, and remit a check for the proceeds.
--

[DO NOT MAIL, IF YOU WISH TO RECEIVE BOTH YOUR DIVIDEND
AND CAPITAL GAINS DISTRIBUTIONS IN ADDITIONAL SHARES.]

                                  ACCT#______________________
                                  PRINT
                                  NAME(S)____________________

                                  ___________________________

                                  DATE_______________________

                                  TAX
                                  IDENTIFICATION
                                  NUMBER_____________________

                                  SIGNATURE(S)_______________

                                  ___________________________
                                  PLEASE SIGN EXACTLY AS ACCOUNT
                                  IS REGISTERED.


* NOTIFICATION MUST BE RECEIVED BY THE PLAN AGENT AT LEAST
10 BUSINESS DAYS PRIOR TO THE RECORD DATE FOR A DISTRIBUTION.


















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