<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legal0306.txt
<DESCRIPTION>LEGAL
<TEXT>
Alliance World Dollar Government Fund II
March-06

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 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.
On January 26, 2006, the Adviser, Alliance Holding, and various
unaffiliated defendants filed a Petition for Writ of Prohibition and
Order Suspending Proceedings in West Virginia state court seeking
to vacate the Summary Order and for other relief. 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 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, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants.
All nine of the lawsuits (i) were brought as class actions filed
in the United States District Court for the Southern District
of New York, (ii) assert claims substantially identical to the
Aucoin Complaint, and (iii) are brought on behalf of shareholders
of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended
class action complaint ("Aucoin Consolidated Amended Complaint")
that asserts claims substantially similar to the Aucoin Complaint and
the nine additional lawsuits referenced above. On October 19, 2005,
the District Court dismissed each of the claims set forth in the Aucoin
Consolidated Amended Complaint, except for plaintiff's claim under
Section 36(b) of the Investment Company Act. On January 11, 2006,
the District Court granted defendants' motion for reconsideration and
dismissed the remaining Section 36(b) claim. Plaintiffs have moved for
leave to amend their consolidated complaint.

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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