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<SEC-DOCUMENT>0000919574-07-004631.txt : 20070925
<SEC-HEADER>0000919574-07-004631.hdr.sgml : 20070925
<ACCEPTANCE-DATETIME>20070925102612
ACCESSION NUMBER:		0000919574-07-004631
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20070925
DATE AS OF CHANGE:		20070925
EFFECTIVENESS DATE:		20070925

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND INC
		CENTRAL INDEX KEY:			0000906013
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-63140
		FILM NUMBER:		071133158

	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>POS EX
<SEQUENCE>1
<FILENAME>d812628_pos-ex.txt
<TEXT>

    As filed with the Securities and Exchange Commission on September 25, 2007


                       Securities Act File No. 333-137564

                    Investment Company Act File No. 811-07732


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM N-14

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        Pre-Effective Amendment No.                 [__]

                         Post-Effective Amendment No.                 1

                        (Check appropriate box or boxes)


                 AllianceBernstein Global High Income Fund, Inc.
               (Exact Name of Registrant as Specified in Charter)

                                 (800) 221-5672
                        (Area Code and Telephone Number)

              1345 Avenue of the Americas, New York, New York 10105
               (Address of Principal Executive Office) (Zip Code)


                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York 10105
                     (Name and Address of Agent for Service)

                            Copies of communications
                             to: Kathleen K. Clarke
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005


                                EXPLANATORY NOTE

     The Joint Proxy Statement/Prospectus and the Statement of Additional
Information in the form filed on October 27, 2006 pursuant to Rule 497 of the
General Rules and Regulations under the Securities Act of 1933, as amended, are
incorporated herein by reference.


     This amendment is being filed for the sole purpose of filing, as Exhibit 12
to this Registration Statement, the tax opinion of Seward & Kissel LLP, tax
counsel for the Registrant.



<PAGE>


                                     PART C

                                OTHER INFORMATION

Item 15 Indemnification

It is the Registrant's policy to indemnify its directors and officers, employees
and other agents to the maximum extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland and as set forth in Article EIGHTH of
Registrant's Articles of Incorporation, filed as Exhibit (1) in response to Item
16, Article VIII, Section 7 and Article IX of the Registrant's Amended and
Restated Bylaws filed as Exhibit (2) in response to Item 16, Section 4 of the
Registrant's Amended Advisory Agreement filed as Exhibit (6) in response to Item
16, the Administrator's liability for any loss suffered by the Registrant or its
stockholders as set forth in Section 5 of the Amended Administration Agreement
filed as (13)(b) in response to Item 16, all as set forth below.

Section 2-418 of the Maryland General Corporation Law reads as follows:

"ss.2-418. Indemnification of directors, officers, employees, and agents.

     (a) Definitions. -- In this section the following words have the meanings
     indicated.

          (1) "Director" means any person who is or was a director of a
          corporation and any person who, while a director of a corporation, is
          or was serving at the request of the corporation as a director,
          officer, partner, trustee, employee, or agent of another foreign or
          domestic corporation, partnership, joint venture, trust, other
          enterprise, or employee benefit plan.

          (2) "Corporation" includes any domestic or foreign predecessor entity
          of a corporation in a merger, consolidation, or other transaction in
          which the predecessor's existence ceased upon consummation of the
          transaction.

          (3) "Expenses" include attorney's fees.

          (4) "Official capacity" means the following:

               (i) When used with respect to a director, the office of director
               in the corporation; and

               (ii) When used with respect to a person other than a director as
               contemplated in subsection (j), the elective or appointive office
               in the corporation held by the officer, or the employment or
               agency relationship undertaken by the employee or agent in behalf
               of the corporation.

               (iii) "Official capacity" does not include service for any other
               foreign or domestic corporation or any partnership, joint
               venture, trust, other enterprise, or employee benefit plan.

          (5) "Party" includes a person who was, is, or is threatened to be made
          a named defendant or respondent in a proceeding.

          (6) "Proceeding" means any threatened, pending or completed action,
          suit or proceeding, whether civil, criminal, administrative, or
          investigative.

     (b) Permitted indemnification of director. --

          (1) A corporation may indemnify any director made a party to any
          proceeding by reason of service in that capacity unless it is
          established that:

               (i) The act or omission of the director was material to the
               matter giving rise to the proceeding; and

                    1. Was committed in bad faith; or

                    2. Was the result of active and deliberate dishonesty; or

          (ii) The director actually received an improper personal benefit in
          money, property, or services; or

          (iii) In the case of any criminal proceeding, the director had
          reasonable cause to believe that the act or omission was unlawful.

          (2) (i) Indemnification may be against judgments, penalties, fines,
          settlements, and reasonable expenses actually incurred by the director
          in connection with the proceeding.

               (ii) However, if the proceeding was one by or in the right of the
               corporation, indemnification may not be made in respect of any
               proceeding in which the director shall have been adjudged to be
               liable to the corporation.

          (3) (i) The termination of any proceeding by judgment, order, or
          settlement does not create a presumption that the director did not
          meet the requisite standard of conduct set forth in this subsection.

               (ii) The termination of any proceeding by conviction, or a plea
               of nolo contendere or its equivalent, or an entry of an order of
               probation prior to judgment, creates a rebuttable presumption
               that the director did not meet that standard of conduct.

          (4) A corporation may not indemnify a director or advance expenses
          under this section for a proceeding brought by that director against
          the corporation, except:

               (i) For a proceeding brought to enforce indemnification under
               this section; or

               (ii) If the charter or bylaws of the corporation, a resolution of
               the board of directors of the corporation, or an agreement
               approved by the board of directors of the corporation to which
               the corporation is a party expressly provide otherwise.

     (c) No indemnification of director liable for improper personal benefit. --
     A director may not be indemnified under subsection (b) of this section in
     respect of any proceeding charging improper personal benefit to the
     director, whether or not involving action in the director's official
     capacity, in which the director was adjudged to be liable on the basis that
     personal benefit was improperly received.

     (d) Unless limited by the charter:

          (1) A director who has been successful, on the merits or otherwise, in
          the defense of any proceeding referred to in subsection (b) of this
          section shall be indemnified against reasonable expenses incurred by
          the director in connection with the proceeding.

          (2) A court of appropriate jurisdiction, upon application of a
          director and such notice as the court shall require, may order
          indemnification in the following circumstances:

               (i) If it determines a director is entitled to reimbursement
               under paragraph (1) of this subsection, the court shall order
               indemnification, in which case the director shall be entitled to
               recover the expenses of securing such reimbursement; or

               (ii) If it determines that the director is fairly and reasonably
               entitled to indemnification in view of all the relevant
               circumstances, whether or not the director has met the standards
               of conduct set forth in subsection (b) of this section or has
               been adjudged liable under the circumstances described in
               subsection (c) of this section, the court may order such
               indemnification as the court shall deem proper. However,
               indemnification with respect to any proceeding by or in the right
               of the corporation or in which liability shall have been adjudged
               in the circumstances described in subsection (c) shall be limited
               to expenses.

          (3) A court of appropriate jurisdiction may be the same court in which
          the proceeding involving the director's liability took place.

     (e) Determination that indemnification is proper. --

          (1) Indemnification under subsection (b) of this section may not be
          made by the corporation unless authorized for a specific proceeding
          after a determination has been made that indemnification of the
          director is permissible in the circumstances because the director has
          met the standard of conduct set forth in subsection (b) of this
          section.

          (2) Such determination shall be made:

               (i) By the board of directors by a majority vote of a quorum
               consisting of directors not, at the time, parties to the
               proceeding, or, if such a quorum cannot be obtained, then by a
               majority vote of a committee of the board consisting solely of
               two or more directors not, at the time, parties to such
               proceeding and who were duly designated to act in the matter by a
               majority vote of the full board in which the designated directors
               who are parties may participate;

               (ii) By special legal counsel selected by the board of directors
               or a committee of the board by vote as set forth in subparagraph
               (i) of this paragraph, or, if the requisite quorum of the full
               board cannot be obtained therefor and the committee cannot be
               established, by a majority vote of the full board in which
               directors who are parties may participate; or

               (iii) By the stockholders.

          (3) Authorization of indemnification and determination as to
          reasonableness of expenses shall be made in the same manner as the
          determination that indemnification is permissible. However, if the
          determination that indemnification is permissible is made by special
          legal counsel, authorization of indemnification and determination as
          to reasonableness of expenses shall be made in the manner specified in
          subparagraph (ii) of paragraph (2) of this subsection for selection of
          such counsel.

          (4) Shares held by directors who are parties to the proceeding may not
          be voted on the subject matter under this subsection.

     (f) Payment of expenses in advance of final disposition of action. --

          (1) Reasonable expenses incurred by a director who is a party to a
          proceeding may be paid or reimbursed by the corporation in advance of
          the final disposition of the proceeding upon receipt by the
          corporation of:

               (i) A written affirmation by the director of the director's good
               faith belief that the standard of conduct necessary for
               indemnification by the corporation as authorized in this section
               has been met; and

               (ii) A written undertaking by or on behalf of the director to
               repay the amount if it shall ultimately be determined that the
               standard of conduct has not been met.

          (2) The undertaking required by subparagraph (ii) of paragraph (1) of
          this subsection shall be an unlimited general obligation of the
          director but need not be secured and may be accepted without reference
          to financial ability to make the repayment.

          (3) Payments under this subsection shall be made as provided by the
          charter, bylaws, or contract or as specified in subsection (e) of this
          section.

     (g) Validity of indemnification provision. -- The indemnification and
     advancement of expenses provided or authorized by this section may not be
     deemed exclusive of any other rights, by indemnification or otherwise, to
     which a director may be entitled under the charter, the bylaws, a
     resolution of stockholders or directors, an agreement or otherwise, both as
     to action in an official capacity and as to action in another capacity
     while holding such office.

     (h) Reimbursement of director's expenses incurred while appearing as
     witness. -- This section does not limit the corporation's power to pay or
     reimburse expenses incurred by a director in connection with an appearance
     as a witness in a proceeding at a time when the director has not been made
     a named defendant or respondent in the proceeding.

     (i) Director's service to employee benefit plan. -- For purposes of this
     section:

          (1) The corporation shall be deemed to have requested a director to
          serve an employee benefit plan where the performance of the director's
          duties to the corporation also imposes duties on, or otherwise
          involves services by, the director to the plan or participants or
          beneficiaries of the plan;

          (2) Excise taxes assessed on a director with respect to an employee
          benefit plan pursuant to applicable law shall be deemed fines; and

          (3) Action taken or omitted by the director with respect to an
          employee benefit plan in the performance of the director's duties for
          a purpose reasonably believed by the director to be in the interest of
          the participants and beneficiaries of the plan shall be deemed to be
          for a purpose which is not opposed to the best interests of the
          corporation.

     (j) Officer, employee or agent. -- Unless limited by the charter:

          (1) An officer of the corporation shall be indemnified as and to the
          extent provided in subsection (d) of this section for a director and
          shall be entitled, to the same extent as a director, to seek
          indemnification pursuant to the provisions of subsection (d);

          (2) A corporation may indemnify and advance expenses to an officer,
          employee, or agent of the corporation to the same extent that it may
          indemnify directors under this section; and

          (3) A corporation, in addition, may indemnify and advance expenses to
          an officer, employee, or agent who is not a director to such further
          extent, consistent with law, as may be provided by its charter,
          bylaws, general or specific action of its board of directors, or
          contract.

     (k) Insurance or similar protection. --

          (1) A corporation may purchase and maintain insurance on behalf of any
          person who is or was a director, officer, employee, or agent of the
          corporation, or who, while a director, officer, employee, or agent of
          the corporation, is or was serving at the request of the corporation
          as a director, officer, partner, trustee, employee, or agent of
          another foreign or domestic corporation, partnership, joint venture,
          trust, other enterprise, or employee benefit plan against any
          liability asserted against and incurred by such person in any such
          capacity or arising out of such person's position, whether or not the
          corporation would have the power to indemnify against liability under
          the provisions of this section.

          (2) A corporation may provide similar protection, including a trust
          fund, letter of credit, or surety bond, not inconsistent with this
          section.

          (3) The insurance or similar protection may be provided by a
          subsidiary or an affiliate of the corporation.

     (l) Report of indemnification to stockholders. -- Any indemnification of,
     or advance of expenses to, a director in accordance with this section, if
     arising out of a proceeding by or in the right of the corporation, shall be
     reported in writing to the stockholders with the notice of the next
     stockholders' meeting or prior to the meeting.

Article EIGHTH of the Registrant's Articles of Incorporation reads as follows:

EIGHTH:   (1) To the Fullest extent that limitations on the liability of
          directors and officers are permitted by the Maryland Corporations and
          Associations Law, no director or officer of the Corporation shall have
          any liability to the Corporation or its shareholders for damages. This
          limitation on liability applies to events occurring at the time a
          person serves as a director or officer of the Corporation whether or
          not such person is a director or officer at the time of any proceeding
          in which liability is asserted.

          (2) The Corporation shall indemnify and advance expenses to its
          currently acting and its former directors to the fullest extent that
          indemnification of directors is permitted by the Maryland Corporations
          and Associations Law. The Corporation shall indemnify and advance
          expenses to its officers to the same extent as its directors and to
          such further extent as is consistent with law. The Board of Directors
          may by Bylaw, resolution or agreement make further provisions for
          indemnification of directors, officers, employees and agents to the
          fullest extent permitted by the Maryland Corporations and Associations
          Law.

          (3) No provision of this Article EIGHTH shall be effective to protect
          or purport to protect any director or officer of the Corporation
          against any liability to the Corporation or its security holders to
          which he would otherwise be subject by reason of willful misfeasance,
          bad faith, gross negligence or reckless disregard of the duties
          involved in the conduct to his office.

          (4) References to the Maryland Corporations and Associations Law in
          this Article EIGHTH are to that law as from time to time amended. No
          amendment to these Articles of incorporation of the Corporation shall
          affect any right of any person under this Article EIGHTH based on any
          event, omission or proceeding prior to the amendment.

Article VIII, Section 7 of Registrant's Amended and Restated Bylaws reads as
follows:

Section 7. Insurance Against Certain Liabilities. The Corporation may obtain
liability insurance for its directors and officers to the extent permitted by
the 1940 Act.

Article IX of the Registrant's Amended and Restated Bylaws reads as follows:

Indemnification. To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or officer
of the Corporation and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
or threatened to be made a party to the proceeding by reason of his or her
service in any such capacity. The Corporation may, with the approval of its
Board of Directors or any duly authorized committee thereof, provide such
indemnification and advance for expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.
The termination of any claim, action, suit or other proceeding involving any
person, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall
not create a presumption that such person did not meet the standards of conduct
required for indemnification or payment of expenses to be required or permitted
under Maryland law, these Bylaws or the Charter. Any indemnification or advance
of expenses made pursuant to this Article shall be subject to applicable
requirements of the 1940 Act. The indemnification and payment of expenses
provided in these Bylaws shall not be deemed exclusive of or limit in any way
other rights to which any person seeking indemnification or payment of expenses
may be or may become entitled under any bylaw, regulation, insurance, agreement
or otherwise. Neither the amendment nor repeal of this Article, nor the adoption
or amendment of any other provision of the Bylaws or Charter inconsistent with
this Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.

The Adviser and its employees are also indemnified by the Registrant under.

Section 4 of the Amended Advisory Agreement:

4. We shall expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
Section 5 of the Amended Administration Agreement reads as follows:

Limitation of Liability of the Administrator. The Fund shall expect of the
Administrator, and the Administrator will give the Fund the benefit of, the
Administrator's best judgment and efforts in rendering these services to the
Fund, and the Fund agrees as an inducement to the Administrator's undertaking
these services that the Administrator shall not be liable under this Agreement
for any mistake of judgment or in any event whatsoever, except for lack of good
faith, provided that nothing herein shall be deemed to protect, or purport to
protect, the Administrator against any liability to the Fund or to the Fund's
security holders to which the Administrator would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Administrator's duties under this Agreement, or by reason of the Administrator's
reckless disregard of the Administrator's obligations and duties under this
Agreement.

Item 16   Exhibits

(1)(a)    Articles of Incorporation of the Registrant dated May 19, 1993 (1)

(1)(b)    Articles of Amendment to the Articles of Incorporation dated
          June 9, 1993 (1)

(1)(c)    Articles of Amendment to the Articles of Incorporation dated
          June 11, 2002 (2)

(1)(d)    Articles Supplementary to Articles of Incorporation dated
          June 16, 2006 (2)

  (2)     Amended and Restated Bylaws (3)

  (3)     Not applicable

  (4)     Form of Agreement and Plan of Acquisition and Liquidation(4)

  (5)     Not applicable

(6)(a)    Advisory Agreement between the Registrant and AllianceBernstein L.P.
          (formerly Alliance Capital Management L.P.) (1)

(6)(b)    Amended Advisory Agreement between the Registrant and
          AllianceBernstein L.P. (formerly Alliance Capital
          Management L.P.) (3)

  (7)     Not applicable

  (8)     Not applicable

  (9)     Custody Agreement between the Registrant and The Bank of New York (5)

 (10)     Not applicable

 (11)     Opinion of Seward & Kissel LLP as to the legality of the securities
          being registered (2)

 (12)     Opinion of Seward & Kissel LLP as to tax consequences (6)

(13)(a)   Administration Agreement between the Registrant and AllianceBernstein
          L.P. (formerly Alliance Capital Management L.P.) (1)

(13)(b)   Amended Administration Agreement between the Registrant and
          AllianceBernstein L.P. (formerly Alliance Capital Management L.P.) (3)

(13)(c)   Registrar, Transfer Agency and Service Agreement between the
          Registrant and Computershare Trust Company, N.A. (7)

(13)(d)   Shareholder Inquiry Agency Agreement with AllianceBernstein Investor
          Services, Inc.,(formerly, Alliance Global Investor Services, Inc.) (8)

(13)(e)   Dividend Reinvestment and Cash Purchase Plan (1)

 (14)     Consent of Ernst & Young LLP, independent registered public
          accounting firm for Alliance World Dollar Government Fund, Inc. and
          the Registrant (2)

 (15)     Not applicable

 (16)     Powers of Attorney (2)

- ----------
1. Incorporated by reference from Registrant's Registration Statement on Form
N-2 (File Nos. 333-71130 and 811-6730) filed with the Securities and Exchange
Commission on October 9, 2001.

2. Incorporated by reference from Registrant's Registration Statement on Form
N-14 (File Nos. 333-137564 and 811-07732) filed on September 22, 2006.

3. Incorporated by reference from Registrant's Semi-Annual Report filed on Form
NSAR-B (File No. 811-07732) filed with the Securities and Exchange Commission on
June 1, 2006.

4. Incorporated by reference from Appendix E to Part A of Registrant's
Registration Statement on Form N-14 (File Nos. 333-137564 and 811-07732) filed
on September 22, 2006.

5. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment No. 1
of the Registration Statement on Form N-2 of Alliance All Market Advantage Fund,
Inc. (File Nos. 333-77839 and 811-08702), filed with the Securities and Exchange
Commission on June 21, 1999.

6. Filed herewith.

7. Incorporated by reference to Exhibit (2)(j) to Pre-Effective Amendment No. 2
of the Registration Statement on Form N-2 of Alliance National Municipal Income
Fund, Inc. (File Nos. 333-73130 and 811-10573), filed with the Securities and
Exchange Commission on January 25, 2002.

8. Incorporated by reference to Exhibit (13)(b) to the Registration Statement on
Form N-14 of ACM Income fund, Inc. (File Nos. 333-43514 and 811-5207) filed on
August 11, 2000.


<PAGE>

Item 17.  Undertakings.

(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) under the Securities Act of 1933 (17 CFR
230.145c), the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, on the 25th day of September, 2007.


                                 ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.

                                 By: Marc O. Mayer*
                                     ----------------
                                     Marc O. Mayer
                                     President

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

     Signature                         Title                       Date
     ---------                         -----                       ----

1. Principal Executive Officer:

   Marc O. Mayer*                   President and Chief       September 25, 2007
                                    Executive  Officer

2. Principal Financial and
   Accounting Officer:

   /s/ Joseph J. Mantineo           Treasurer and             September 25, 2007
   ----------------------           Chief Financial
       Joseph J. Mantineo           Officer

3. Majority of Directors

   David H. Dievler*
   John H. Dobkin*
   Michael J. Downey*
   William H. Foulk, Jr.*
   D. James Guzy*
   Nancy P. Jacklin*
   Marc O. Mayer*
   Marshall C. Turner, Jr.*

*By: /s/ Andrew L. Gangolf                                    September 25, 2007
     ---------------------
         Andrew L. Gangolf
         (Attorney-in-fact)


<PAGE>



                                Index to Exhibits

Exhibit No.    Description of Exhibits


(12)           Tax Opinion of Seward & Kissel LLP









SK 00250 0209 812628

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>2
<FILENAME>d747981_ex12.txt
<TEXT>
                               SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

                            TELEPHONE: (212) 574-1200
                            FACSIMILE: (212) 480-8421
                                 www.sewkis.com


                                               Dated as of February 23, 2007



AllianceBernstein Global High Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

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

             Re: Acquisition of the Assets and Assumption of the
                 Liabilities of Alliance World Dollar Government Fund, Inc.
                 by AllianceBernstein Global High Income Fund, Inc.
                 ----------------------------------------------------------

Ladies and Gentlemen:

                               I. Introduction
                                  -------------


          We have acted as counsel to Alliance World Dollar Government Fund,
Inc., a Maryland corporation ("World Dollar Fund"), and AllianceBernstein Global
High Income Fund, Inc. (formerly known as Alliance World Dollar Government Fund
II, Inc.), a Maryland corporation ("Global High Income Fund"), in connection
with the Acquisition provided for in the Agreement and Plan of Acquisition and
Liquidation among World Dollar Fund, Global High Income Fund and
AllianceBernstein L.P. (the "Adviser"), dated as of September 20, 2006 (the
"Plan"). Pursuant to Section 8(e) of the Plan, World Dollar Fund and Global High
Income Fund have requested our opinion as to certain of the federal income tax
consequences to World Dollar Fund, Global High Income Fund and the stockholders
of World Dollar Fund ("World Dollar Stockholders") in connection with the
Acquisition. Each capitalized term not defined herein has the meaning ascribed
to that term in the Plan.

                               II. Relevant Facts
                                   ---------------

          Each of World Dollar Fund and Global High Income Fund is registered as
a closed-end management investment company under the Investment Company Act of
1940, as amended (the "Act").

          The Plan and the Acquisition have been approved by the Board of
Directors of World Dollar Fund and the Board of Directors of Global High Income
Fund. The terms and conditions of the Acquisition are set forth in the Plan.

          Pursuant to the Plan, World Dollar Fund will transfer all of
its Assets to Global High Income Fund in exchange for shares (including
fractional shares and cash in lieu of certain fractional shares(1)) of Global
High Income Fund ("Global High Income Fund Shares") and the assumption by Global
High Income Fund of all the Liabilities of World Dollar Fund existing on or
after the Effective Time of the Acquisition. At the Closing Date or as soon as
reasonably practicable thereafter, World Dollar Fund will liquidate and
distribute all of the Global High Income Fund Shares (and cash in lieu of
fractional shares) that it received in connection with the Acquisition to those
then former World Dollar Stockholders in exchange for all of the then
outstanding shares of World Dollar Fund ("World Dollar Fund Shares"). Upon
completion of the Acquisition, each such former World Dollar Stockholder will be
the owner of full and fractional Global High Income Fund Shares (and cash in
lieu of fractional shares) equal in net asset value as of the Closing Date to
the net asset value of the World Dollar Fund Shares such stockholder held prior
to the Acquisition. Pursuant to the Plan, World Dollar Fund will bear any
expenses incurred in connection with the Acquisition.

- -----------------

(1)  World Dollar Stockholders who are participants in World Dollar Fund's
     Dividend reinvestment plan ("DRIP") will receive fractional shares; all
     other World Dollar Stockholders will receive cash in lieu of fractional
     shares.


          The stated investment objective of each of World Dollar Fund and
Global High Income Fund is to seek high current income and, secondarily, capital
appreciation. To achieve this objective, World Dollar Fund invests primarily in
high yielding, high risk debt obligations issued or guaranteed by governments of
developing countries. Global High Income Fund invests at least 65 percent of its
total assets in sovereign debt obligations issued or guaranteed by foreign
governments. Up to 35 percent of the Global High Income Fund's investments may
be comprised of high-yielding, high-risk fixed-income securities issued by
United States corporations. According to the Form N-CSR filed by World Dollar
Fund with the United States Securities and Exchange Commission (the "SEC") on
January 9, 2007, for the fiscal year ended October 31, 2006, World Dollar Fund
had over 88 percent of its net assets invested in foreign sovereign debt
obligations. World Dollar Fund's remaining assets were invested in various
short-term investments, corporate debt obligations, warrants and credit default
swaps. According to the Form N-CSRS filed by Global High Income Fund with the
SEC on June 8, 2007, for the six-month period ended September 30, 2006, Global
High Income Fund had over 72 percent of its net assets invested in foreign
sovereign debt obligations and over 9 percent of its net assets were invested in
corporate debt obligations. The remainder of its assets were invested in
short-term investments, warrants, credit-default swaps and reverse repurchase
agreements. The sovereign debt obligations held by Global High Income Fund and
World Dollar Fund were primarily issued by the governments of developing
nations.

          In rendering the opinions set forth below, we have examined the
Registration Statement on Form N-14 of Global High Income Fund relating to the
Acquisition and such other documents and materials as we have deemed relevant.
For purposes of rendering our opinions, we have relied exclusively, as to
factual matters, upon the statements made in that Registration Statement and,
with your approval, upon the following assumptions the correctness of each of
which have been verified (or appropriately represented) to us by officers of
World Dollar Fund and Global High Income Fund:

          (1) The Plan has been duly approved by the World Dollar Stockholders.

          (2) Each of World Dollar Fund and Global High Income Fund: (a) is a
"fund" (as defined in Section 851(g)(2) of the United States Internal Revenue
Code of 1986, as amended (the "Code")); (b) has qualified for treatment as a
regulated investment company under Part I of Subchapter M of Subtitle A, Chapter
1, of the Code (a "RIC") for each taxable year since the commencement of its
operations and qualifies for treatment as a RIC during its current taxable year
which includes the Effective Time; (c) will invest its assets at all times
through the Effective Time in a manner that ensures compliance with the
foregoing; and (d) has no earnings and profits accumulated in any taxable year
in which it did not qualify as a RIC.

          (3) The Adviser will operate the business of World Dollar Fund in the
ordinary course between the date of the Plan and the Effective Time, including
the declaration and payment of customary dividends and other distributions and
any other distributions deemed advisable in anticipation of the Acquisition.
From the date it commenced operations through the Effective Time, World Dollar
Fund will conduct its "historic business" (within the meaning of Section
1.368-1(d)(2) of the Treasury Regulations) in a substantially unchanged manner.

          (4) Following the Acquisition, Global High Income Fund (a) has no plan
or intention to sell or otherwise dispose of any of the asset acquired from
World Dollar Fund, except for dispositions made in the ordinary course of its
business and dispositions necessary to maintain its status as a RIC and (b) will
continue in the same business as it conducted prior to the Acquisition and will
continue to invest its assets in accordance with the description of its
investment activities set forth in the Prospectus.

          (5) The World Dollar Stockholders will receive no consideration
pursuant to the Acquisition other than Global High Income Fund Shares or cash in
lieu of fractional Global High Income Fund Shares. The cash paid in lieu of
fractional shares will not exceed 60 percent of the fair market value of the
total consideration paid to the World Dollar Stockholders for their World Dollar
Fund Shares.

          (6) The World Dollar Stockholders will pay any expenses incurred by
them in connection with the Acquisition.

          (7) The Liabilities of World Dollar Fund to be assumed by Global High
Income Fund in the Acquisition have been incurred in the ordinary course of
business of World Dollar Fund or incurred by World Dollar Fund solely and
directly in connection with the Acquisition.

          (8) During the five-year period ending at the Effective Time, (a)
neither World Dollar Fund nor any person "related" (within the meaning of
Section 1.368-1(e)(3) of the Treasury Regulations) to it will have acquired
World Dollar Fund Shares, either directly or through any transaction, agreement,
or arrangement with any other person, with consideration other than Global High
Income Fund Shares or World Dollar Fund Shares, except for World Dollar Fund
Shares redeemed in the ordinary course of World Dollar Fund's business as a
closed-end fund, and (b) no distributions will have been made with respect to
World Dollar Fund Shares, other than normal, regular dividend distributions made
pursuant to the World Dollar Fund's historic dividend-paying practice and other
distributions that qualify for the deduction for dividends paid (within the
meaning of Section 561 of the Code) referred to in Sections 852(a)(1) and
4982(c)(1)(A) of the Code.

          (9) Global High Income Fund has no plan or intention to issue
additional Global High Income Fund Shares following the Acquisition except for
Global High Income Fund Shares issued in the ordinary course of its business as
a closed-end fund. Neither Global High Income Fund nor any person "related"
(within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to it
has any plan or intention to acquire, during the five-year period beginning at
the Effective Time, either directly or through any transaction, agreement, or
arrangement with any other person, any Global High Income Fund Shares issued to
the World Dollar Stockholders pursuant to the Acquisition, except for
redemptions in the ordinary course of such business.

          (10) During the five-year period ending at the Effective Time, neither
Global High Income Fund nor any person "related" (within the meaning of Section
1.368-1(e)(3) of the Treasury Regulations) to it will have acquired World Dollar
Fund Shares with consideration other than Global High Income Fund Shares.

          (11) The aggregate value of the acquisitions, redemptions and
distributions described by paragraphs 8, 9, and 10 above will not exceed 50
percent of the value (without giving effect to such acquisitions, redemptions,
and distributions) of the aggregate value of all of the equity securities issued
by World Dollar Fund at the Effective Time.

          (12) There is no plan or intention of the World Dollar Stockholders to
redeem, sell or otherwise dispose of (i) any portion of their World Dollar Fund
Shares before the Acquisition to any person "related" (within the meaning of
Section 1.368-1(e)(3) of the Treasury Regulations) to either World Dollar Fund
or Global High Income Fund, or (ii) any portion of the Global High Income Fund
Shares they receive in the Acquisition to any person "related" (within such
meaning) to Global High Income Fund. It is not anticipated that dispositions of
those Global High Income Fund Shares at the time of, or soon after, the
Acquisition will exceed the usual rate and frequency of dispositions of World
Dollar Fund Shares as a closed-end fund. It is expected that the percentage of
equity interests in World Dollar Fund, if any, that will be disposed of as a
result of or at the time of the Acquisition will be de minimis and that there
will be no extraordinary redemptions of World Dollar Fund Shares immediately
following the Acquisition.

          (13) The fair market value of the Assets of World Dollar Fund
transferred to Global High Income Fund will equal or exceed the sum of (a) the
amount of Liabilities of World Dollar Fund assumed by Global High Income Fund,
and (b) the amount of Liabilities, if any, to which the transferred Assets are
subject.

          (14) There are no pending or threatened claims or assessments that
have been asserted by or against World Dollar Fund, other than those disclosed
and reflected in the net asset value of World Dollar Fund.

          (15) There are no unasserted claims or assessments against World
Dollar Fund that are probable of assertion.

          (16) There is no plan or intention for Global High Income Fund to be
dissolved or merged into another business trust or a corporation or any "fund"
thereof (as defined in Section 851(g)(2) of the Code) following the Acquisition.

          (17) During the five year period ending at the Effective Time, the
Global High Income Fund has not directly or indirectly owned any World Dollar
Fund Shares.

          (18) The fair market value of the Global High Income Fund Shares (and
cash in lieu of fractional shares) that each World Dollar Stockholder receives
will be approximately equal to the fair market value of the World Dollar Fund
Shares it surrenders in exchange therefor.

          (19) Pursuant to the Acquisition, World Dollar Fund will transfer to
Global High Income Fund, and Global High Income Fund will acquire, at least 90
percent of the fair market value of the net assets, and at least 70 percent of
the fair market value of the gross assets, that World Dollar Fund held
immediately before the Acquisition. For purposes of the foregoing, any amounts
World Dollar Fund uses to pay its Acquisition expenses and to make redemptions
and distributions immediately before the Acquisition (except (a) redemptions in
the ordinary course of its business, and (b) regular, normal dividend
distributions made to conform to its policy of distributing all or substantially
all of its income and gains to avoid the obligation to pay federal income tax
and/or the excise tax under Section 4982 of the Code) will be included as Assets
held thereby immediately before the Acquisition.

          (20) There is no intercompany indebtedness between Global High Income
Fund and World Dollar Fund that was issued or acquired, or will be settled, at a
discount.

          (21) The sum of (a) the expenses incurred by World Dollar Fund
pursuant to the Plan and (b) the Liabilities of World Dollar Fund to be assumed
by Global High Income Fund in the Acquisition will not exceed 20 percent of the
fair market value of the assets of World Dollar Fund transferred to Global High
Income Fund pursuant to the Acquisition.

                               III. Relevant Law
                                    -------------

          A corporation which is a "party to a reorganization" will not
recognize gain or loss if it exchanges property pursuant to a plan of
reorganization solely for stock or securities of another corporation which is a
party to the reorganization.(2) Likewise, the shareholders of a corporation will
not recognize gain or loss if they exchange stock or securities of a corporation
which is a party to a reorganization solely for stock or securities in such
corporation or another corporation which is a party to the reorganization in
pursuant of the plan of reorganization.(3)

- --------------------------

(2) Code ss. 361.
(3) Code ss. 354.


          In order to be a treated as a "reorganization," a transaction must
satisfy certain statutory requirements contained in Code Section 368 as well as
certain regulatory requirements contained in the Treasury Regulations
thereunder.

          Code Section 368(a)(1)(C) provides that a "reorganization" includes
the acquisition by one corporation in exchange solely for all or a part of its
voting stock of substantially all of the properties of another corporation. Code
Section 368(a)(2)(F) provides that two or more investment companies, may engage
in a "reorganization" only if each of them is either a RIC, a real estate
investment trust or they each meet certain diversification requirements.

          In addition to the statutory language of Code Section 368, there are
two significant non-statutory requirements for a reorganization: the continuity
of interest ("COI") requirement, and the continuity of business enterprise
("COBE") requirement. (4)

- --------------------

(4)  Treas. Reg. ss. 1.368-1(b).


          In order to satisfy the COI requirement, "a substantial part of the
value of the proprietary interests in the target corporation must be
preserved."(5) This is accomplished "if, in a potential reorganization, [the
proprietary interest in the target corporation] is exchanged for a proprietary
interest in the issuing corporation..."(6) For this purpose, a proprietary
interest in the target corporation is not preserved if persons related to the
acquiring corporation acquire stock of the target corporation for consideration
other than stock of the acquiring corporation.(7)

- ---------------------

(5) Treas. Reg. ss. 1.368-1(e)(1)(i).
(6) Id.
(7) Treas. Reg. ss. 1.368-1(e)(3).


          In order to satisfy the COBE requirement, a reorganization may satisfy
either the "historic business test" or the "historic asset test." Under the
"historic business test," a taxpayer can establish COBE if it either (i)
continues the target's historic business, or (ii) continues any significant
historic line of business of the target if the target has more than one line of
business. For this purpose, a line of business entered into as part of the plan
of reorganization is not a historic business. Under the "historic asset test," a
taxpayer can establish asset continuity if it uses a "significant" portion of
the target's historic business assets in a business. "Historic business assets"
may include stock, securities, or intangible operating assets if they are used
in the target's historic business.(8)

- --------------------

(8) Treas. Reg. ss. 1.368-1(d)(1)-(3).


          In interpreting the "historic business test" in the case of a
reorganization involving a RIC, the Internal Revenue Service has held that a
corporation engaged in the business of investing in a portfolio of corporate
stocks and bonds was not in the same business as a diversified open-end RIC
investing in high-grade municipal bonds.(9)

- ----------------------

(9) Rev. Rul. 87-76, 1987-2 C.B. 84.



          The Acquisition will be a transfer of substantially all of the Assets
of World Dollar Fund to Global High Income Fund, each of which is a corporation,
in exchange solely for stock of Global High Income Fund and cash in lieu of
fractional Global High Income Fund Shares, which will then be distributed to the
stockholders of World Dollar Fund pursuant to the liquidation of World Dollar
Fund. Therefore, the Acquisition will satisfy the statutory language of Section
368(a)(1)(C) to be treated as a "reorganization."

          Since each of Global High Income Fund and World Dollar Fund is a RIC,
the Acquisition will satisfy the statutory language of Section 368(a)(2)(F) to
be treated as a "reorganization."

          Based upon the representations made above with respect to acquisitions
of World Dollar Fund Shares by persons "related" to Global High Income Fund,
each World Dollar Stockholder will receive Global High Income Fund Shares and
cash in lieu of fractional shares as a result of the Acquisition. The cash
received by the World Dollar Stockholders will not exceed 60 percent of the fair
market value of the total consideration paid for the World Dollar Fund Shares.
Therefore, the Acquisition will satisfy the COI requirement.

          World Dollar Fund and Global High Income Fund are each historically
engaged in the business of investing in the foreign sovereign debt securities.
In addition, Global High Income Fund is secondarily engaged in the business of
investing in high-yielding, high-risk fixed-income securities issued by non-U.S.
corporations (primarily in developing nations). Each of World Dollar Fund and
Global High Income Fund invest over 72 percent of their respective assets in
debt obligations of the foreign sovereign entities. In the case of each of World
Dollar Fund and Global High Income Fund, such sovereign debt obligations are
issued primarily by developing nations. In addition, each of World Dollar Fund
and Global High Income Fund pursue a strategy that focuses on generating high
current income, with a secondary focus on capital appreciation.

          Based upon the above, we believe that World Dollar Fund and Global
High Income Fund are engaged in the same historic business of investing in
foreign sovereign debt securities and Global High Income Fund will continue to
pursue this historic business after the Acquisition. Therefore, in our view, the
Acquisition will satisfy the "historic business test" of the COBE requirement
for a "reorganization." Alternatively, since Global High Income Fund has no plan
or intention to sell or otherwise dispose of any of the assets acquired from
World Dollar Fund, except for dispositions made in the ordinary course of that
business and dispositions necessary to maintain its status as a RIC, we believe
Global High Income Fund will use the assets acquired from World Dollar Fund in
its historic business so that Global High Income Fund will satisfy the "historic
asset test" of the COBE requirement and thus will satisfy the COBE requirement.

                                  IV. Opinions
                                      ---------

          Based upon the foregoing and upon our consideration of the Code, the
Treasury Regulations promulgated under the Code, published Revenue Rulings,
Revenue Procedures and other published pronouncements of the Internal Revenue
Service, the published opinions of the United States Tax Court and other United
States federal courts, and such other authorities as we consider relevant, each
as they exist as of the date hereof, we are of the opinion that, for federal
income tax purposes:

          (1) The Acquisition will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and World Dollar Fund and Global High
Income Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.

          (2) Each World Dollar Stockholder will recognize no gain or loss on
such stockholder's receipt of Global High Income Fund Shares (including any
fractional Global High Income Fund Share to which the stockholder may be
entitled) in exchange for the stockholder's World Dollar Fund Shares owned by
the World Dollar Stockholders in connection with the Acquisition.

          (3) Neither World Dollar Fund nor Global High Income Fund will
recognize any gain or loss upon the transfer by World Dollar Fund of all of its
Assets to Global High Income Fund in exchange for Global High Income Fund Shares
(and cash in lieu of fractional shares) and the assumption by Global High Income
Fund of the Liabilities pursuant to the Plan or upon the distribution of Global
High Income Fund Shares to World Dollar Stockholders in exchange for their
respective World Dollar Fund Shares.

          (4) The holding period and tax basis of the Assets acquired by Global
High Income Fund will be the same as the holding period and tax basis that World
Dollar Fund had in the Assets immediately prior to the Acquisition.

          (5) The aggregate tax basis of Global High Income Fund Shares received
in connection with the Acquisition by each World Dollar Stockholders (including
any fractional Global High Income Fund Share to which the stockholder may be
entitled) will be the same as the aggregate tax basis of the World Dollar Fund
Shares surrendered in exchange therefore decreased by any cash received and
increased by any gain recognized on the exchange.

          (6) The holding period of Global High Income Fund Shares received in
connection with the Acquisition by each of the World Dollar Stockholders
(including any fractional Global High Income Fund Share to which the stockholder
may be entitled) will include the holding period of the World Dollar Fund Shares
surrendered in exchange therefor, provided that such World Dollar Fund Shares
constitute capital assets in the hands of the World Dollar Stockholder as of the
Closing Date.

          (7) Global High Income Fund will succeed to the capital loss
carryovers of World Dollar Fund, if any, under Section 381 of the Code, but the
use by Global High Income Fund of any such capital loss carryovers (and of any
capital loss carryovers of Global High Income Fund) may be subject to limitation
under Section 383 of the Code.

          (8) Any gain or loss realized by a World Dollar Stockholder upon the
sale of a fractional share of the Global High Income Fund to which the
stockholder is entitled will be recognized by the World Dollar Stockholder and
measured by the difference between the amount of cash received and the basis of
the fractional share and, provided that the World Dollar Fund Shares surrendered
constitute capital assets in the hands of the stockholder, will be a capital
gain or loss.

          Because our opinion is based upon current law, no assurance can be
given that existing United States federal income tax laws will not be changed by
future legislative or administrative or judicial interpretation, any of which
could affect the opinion expressed above. This opinion is provided to you in
connection with the Acquisition. This opinion may not be quoted or relied upon
by any other person or entity, or for any other purpose, without our prior
written consent.

                                                Very truly yours,


                                                /s/ Seward & Kissel LLP
                                                -----------------------
                                                Seward & Kissel LLP
</TEXT>
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