<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>d704781_ex-11.txt
<DESCRIPTION>OPINION OF SEWARD & KISSEL LLP
<TEXT>
                                                                      Exhibit 11
                                                                      ----------



                                             September ____, 2006


Alliance World Dollar Government Fund II, Inc.
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

     We are  counsel to  Alliance  World  Dollar  Government  Fund II,  Inc.,  a
Maryland  corporation  (the  "Fund").  The  opinions  set forth  below are being
rendered in connection with the Fund's registration  statement on Form N-14 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities  Act"),  in which this letter is to be  included as an exhibit.  The
Fund is  registered  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"), as a closed-end management investment company (File No. 811-07732).
The  Registration  Statement  pertains to the  proposed  issuance by the Fund of
shares of its Common Stock, par value $.01 per share (the "Shares"), pursuant to
an  Agreement  and  Plan of  Acquisition  and  Liquidation,  a form of  which is
included  as  Appendix  E to the  Prospectus/Proxy  Statement  in  Part A of the
Registration  Statement  (the  "Plan").  When duly executed and delivered by the
parties thereto, the Plan will provide for the transfer of all of the assets and
liabilities  of  Alliance  World  Dollar   Government  Fund,  Inc.,  a  Maryland
corporation (the "Company"), to the Fund.

     We have  examined the Charter and Bylaws of the Fund,  the Plan in the form
approved by the Board of  Directors  of the Fund and a copy of the  Registration
Statement in which this letter is to be included as an exhibit. In addition,  we
have relied upon a certificate of an Assistant  Secretary of the Fund certifying
that the form of Plan  presented  to us is in the form  approved by the Board of
Directors of the Fund and further  certifying  the  resolutions  of the Board of
Directors of the Fund  approving  the Plan and  authorizing  the issuance of the
Shares  pursuant  thereto.  We have also examined and relied upon such corporate
records of the Fund and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion  expressed  herein. We
have  assumed,  without  independent   verification,   the  genuineness  of  all
signatures,  the authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as copies.

     Based on such  examination  and  assumptions,  we are of the opinion and so
advise you that:

     (i)  The Fund has been  duly  incorporated  and is  validly  existing  as a
          corporation  in good standing  under the laws of the State of Maryland
          and is  registered  under the 1940 Act,  as a  closed-end,  management
          investment company; and

     (ii) The Shares  proposed to be issued in accordance  with the terms of the
          Plan,  to the  extent  that the  number of  Shares  to be  issued  and
          distributed to  shareholders of the Company does not exceed the number
          of authorized and unissued Shares at the time of their issuance,  when
          so issued,  will  constitute  validly  issued  shares,  fully paid and
          nonassessable, under the laws of the State of Maryland.

     We do not express an opinion  with  respect to any laws other than the laws
of  Maryland   applicable  to  the  due   authorization,   valid   issuance  and
nonassessability  of shares of common stock of  corporations  formed pursuant to
the provisions of the Maryland General Corporation Law. Accordingly, our opinion
does not extend  to,  among  other  laws,  the  federal  securities  laws or the
securities or "blue sky" laws of Maryland or any other jurisdiction.

     We hereby  consent to the filing of this opinion with the  Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" contained in the Registration  Statement. In giving this
consent,  we do not admit  that we are  within the  category  of  persons  whose
consent  is  required  under  Section 7 of the  Securities  Act or the rules and
regulations of the Commission.

     Please be advised  that we are opining as set forth above as members of the
bar in the State of New York and the District of Columbia.




                                             Very truly yours,








SK 00250 0209 704781
</TEXT>
</DOCUMENT>
