<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>legal0305.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
March-05  Alliance World Dollar Governement II

Item 77E

Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and
Exchange Commission ("SEC") and the Office of the New York Attorney
General ("NYAG") have been investigating practices in the mutual fund
industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting
investigations into these practices within the industry and have
requested that the Adviser provide information to them. The Adviser
has been cooperating and will continue to cooperate with all of these
authorities. The shares of the Fund are not redeemable by the Fund, but
are traded on an exchange at prices established by the market.
Accordingly, the Fund and its shareholders are not subject to the market
timing and late trading practices that are the subject of the
investigations mentioned above or the lawsuits described below.
Please see below for a description of the agreements reached by the
Adviser and the SEC and NYAG in connection with the investigations
mentioned above.

Numerous lawsuits have been filed against the Adviser and certain other
defendants in which plaintiffs make claims purportedly based on or
related to the same practices that are the subject of the SEC and NYAG
investigations referred to above. Some of these lawsuits name the
Fund as a party.  The lawsuits are now pending in the United States
District Court for the District of Maryland pursuant to a ruling by
the Judicial Panel on Multidistrict Litigation transferring and
centralizing all of the mutual fund cases involving market and late
trading in the District of Maryland.  Management of the Adviser
believes that these private lawsuits are not likely to have a material
adverse effect on the results of operations or financial condition of
the Fund.

On December 18, 2003, the Adviser confirmed that it had reached terms
with the SEC and the NYAG for the resolution of regulatory claims
relating to the practice of "market timing" mutual fund shares in some
of the AllianceBernstein Mutual Funds. The agreement with the SEC is
reflected in an Order of the Commission ("SEC Order"). The agreement
with the NYAG is memorialized in an Assurance of Discontinuance dated
September 1, 2004 ("NYAG Order"). Among the key provisions of
these agreements are the following:

(i)   The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the
adverse effects of market timing attributable to market timing
relationships described in the SEC Order. According to the SEC Order,
the Reimbursement Fund is to be paid, in order of priority, to fund
investors based on (i) their aliquot share of losses suffered by the
fund due to market timing, and (ii) a proportionate share of advisory
fees paid by such fund during the period of such market timing;

(ii)   The Adviser agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds,
commencing January 1, 2004, for a period of at least five years; and

(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that the
Adviser's registered investment company clients, including the Fund,
will introduce governance and compliance changes.

The shares of the Fund are not redeemable by the Fund, but are traded
on an exchange at prices established by the market. Accordingly, the
Fund and its shareholders are not subject to the market timing
practices described in the SEC Order and are not expected to
participate in the Reimbursement Fund. Since the Fund is a closed-end
fund, it will not have its advisory fee reduced pursuant to the terms
of the agreements mentioned above.

The Adviser and approximately twelve other investment management firms
were publicly mentioned in connection with the settlement by the SEC
of charges that an unaffiliated broker/dealer violated federal securities
laws relating to its receipt of compensation for selling specific
mutual funds and the disclosure of such compensation. The SEC has
indicated publicly that, among other things, it is considering
enforcement action in connection with mutual funds' disclosure
of such arrangements and in connection with the practice of considering
mutual fund sales in the direction of brokerage commissions from fund
portfolio transactions. The SEC has issued subpoenas, and the NASD has
issued requests for information, to the Adviser in connection with this
matter and the Adviser has provided documents and other information
to the SEC and NASD and is cooperating fully with the investigations.
On March 11, 2005, discussions commenced with the NASD that management
believes will conclude these investigations.

On June 22, 2004, a purported class action complaint entitled Aucoin,
et al. v. Alliance Capital Management L.P., et al. ("Aucoin Complaint")
was filed against the Adviser, Alliance Capital Management Holding L.P.,
Alliance Capital Management Corporation, AXA Financial, Inc.,
AllianceBernstein Investment Research & Management, Inc., certain
current and former directors of the AllianceBernstein Mutual Funds, and
unnamed Doe defendants.  The Aucoin Complaint names certain of the
AllianceBernstein mutual funds as nominal defendants.  The Fund was
not named as a nominal defendant in the Aucoin Complaint.  The Aucoin
Complaint was filed in the United States District Court for the Southern
District of New York by an alleged shareholder of an AllianceBernstein
mutual fund.  The Aucoin Complaint alleges, among other things,
(i) that certain of the defendants improperly authorized the payment
of excessive commissions and other fees from fund assets to broker-
dealers in exchange for preferential marketing services, (ii) that
certain of the defendants misrepresented and omitted from registration
statements and other reports material facts concerning such payments,
and (iii) that certain defendants caused such conduct as control
persons of other defendants. The Aucoin Complaint asserts claims for
violation of Sections 34(b), 36(b) and 48(a) of the Investment Company
Act, Sections 206 and 215 of the Advisers Act, breach of common law
fiduciary duties, and aiding and abetting breaches of common law
fiduciary duties.  Plaintiffs seek an unspecified amount of compensatory
damages and punitive damages, rescission of their contracts with the
Adviser, including recovery of all fees paid to the Adviser pursuant
to such contracts, an accounting of all fund-related fees, commissions
and soft dollar payments, and restitution of all unlawfully or
discriminatorily obtained fees and expenses.

Since June 22, 2004, numerous additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants, and others
may be filed.

The Adviser believes that these matters are not likely to have a
material adverse effect on the Fund or the Adviser's ability to perform
advisory services relating to the Fund.
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