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<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legal0905.txt
<DESCRIPTION>LEGAL
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Sept-05 Alliance World Dollar Government Fund II


Exhibit 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 funds involving market and late trading in the District of Maryland
(the "Mutual Fund MDL"). 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 Discontinuation 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.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from
the Office of the Attorney General of the State of West Virginia and (ii) a
request for information from West Virginia's Office of the State Auditor,
Securities Commission (the "West Virginia Securities Commission") (together,
the "Information Requests"). Both Information Requests require the Adviser
to produce documents concerning, among other things, any market timing or
late trading in the Adviser's sponsored mutual funds. The Adviser responded
to the Information Requests and has been cooperating fully with the
investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State
of West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was
filed against the Adviser, Alliance Capital Management Holding L.P.
("Alliance Holding"), and various other defendants not affiliated with the
Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall
County, West Virginia by the Attorney General of the State of West Virginia.
The WVAG Complaint makes factual allegations generally similar to those
in certain of the complaints related to the lawsuits discussed above. On
May 31, 2005, defendants removed the WVAG Complaint to the United
States District Court for the Northern District of West Virginia. On
July 12, 2005, plaintiff moved to remand. On October 19, 2005,
the WVAG Complaint was transferred to the Mutual fund MDL.

On August 30, 2005, the deputy commissioner of securities of the West
Virginia Securities Commission signed a "Summary Order to Cease and
Desist, and Notice of Right to Hearing" addressed to the Adviser and
Alliance Holding. The Summary Order claims that the Adviser and Alliance
Holding violated the West Virginia Uniform Securities Act, and makes
factual allegations generally similar to those in the SEC Order and the
NYAG Order. The Adviser intends to vigorously defend against the
allegations in the WVAG Complaint.

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 defendant in the Aucion Compliant. 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.

On October 19, 2005, the District Court granted in part, and denied in
part, defendants' motion to dismiss the Aucoin Complaint and as a result
the only claim remaining is plaintiffs' Section 36(b)?

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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