<SEC-DOCUMENT>0000919574-06-004014.txt : 20120822
<SEC-HEADER>0000919574-06-004014.hdr.sgml : 20120822
<ACCEPTANCE-DATETIME>20061005164413
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000919574-06-004014
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20061005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLIANCE WORLD DOLLAR GOVERNMENT FUND II INC
		CENTRAL INDEX KEY:			0000906013
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
		BUSINESS PHONE:		2129691000

	MAIL ADDRESS:	
		STREET 1:		ALLIANCEBERNSTEIN LP
		STREET 2:		1345 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLIANCE WORLD DOLLAR GOVERNMENT FUND II INC
		DATE OF NAME CHANGE:	19930714
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005
                            Telephone: (202) 737-8833
                            Facsimile: (202) 737-5184
                                 www.sewkis.com


                                        October 5, 2006

VIA EDGAR

Ms. Linda Stirling
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:       Alliance World Dollar Government Fund II, Inc.
                   Proxy Statement
                   File No. 811-07732
                   -----------------------------------------------

Dear Ms. Stirling:

     This  letter  responds  to  comments  of the  staff  (the  "Staff")  of the
Securities and Exchange  Commission  (the "SEC") to the Pre 14A Proxy  Statement
filing for Alliance World Dollar  Government  Fund II, Inc. (the Fund) regarding
the elimination of one of the Fund's fundamental investment policies as provided
orally to Kathleen  Clarke and Young Seo of this office on  September  25, 2006.
The Staff's comments and our responses are discussed below.(1)

-----------------------
(1)  Capitalized  terms have the same meaning as in the Proxy  Statement  unless
     otherwise defined.



Comment 1:     Disclosure  regarding the dissenters' right of appraisal required
               under Item 3 of Schedule 14A is missing.

Response:      We believe that a disclosure  regarding the dissenters'  right of
               appraisal  is  required  only  when  such a  right  exists  under
               applicable legal and regulatory requirements. We have not revised
               the proxy  statement in response to this comment  because,  under
               applicable legal and regulatory  requirements,  such a right does
               not  exist in  relation  to a voting on  elimination  of a fund's
               fundamental investment policy.

Comment 2:     Disclosure  regarding voting securities  required under Item 6(a)
               of Schedule 14 A is missing.

Response:      We have revised the proxy statement in response to this comment.

Comment 3:     Disclosure  regarding security  ownership of management  required
               under Item 6(d) of Schedule 14A is missing.

Response:      We have revised the proxy statement in response to this comment.

Comment 4:     Disclosure regarding the Fund's administrator required under Item
               22(a)(3)(i) of Schedule 14A is missing.

Response:      We have revised the proxy statement in response to this comment.
                                                     * * *

     We hereby acknowledge that (i) the Fund is responsible for the adequacy and
accuracy of the  disclosures  in the filings;  (ii) Staff comments or changes to
disclosures in response to Staff  comments in the filings  reviewed by the Staff
do not foreclose the SEC from taking any action with respect to the filing;  and
(iii) a Fund may not  assert  Staff  comments  as a defense  in any  proceedings
initiated  by the SEC or any person  under the  federal  securities  laws of the
United States.

     If you have any additional  comments or questions,  please contact Kathleen
Clarke or the undersigned at (202) 737-8833.

                                        Sincerely,



                                        /s/ Young Seo

cc:     Andrew L. Gangolf, Esq.
        Christina A. Morse, Esq.
        Kathleen K. Clarke, Esq.


00250.0209 #706362
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
