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<TYPE>EX-99.2E DIV REIN PL
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<FILENAME>e_00250209an1.txt
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ALLIANCE CAPITAL [LOGO]

Dear Shareholder:

In order to provide you with answers to the questions that are
most frequently asked about the Dividend Reinvestment Plan (the
"Plan") established by Alliance National Municipal Income Fund,
Inc. (the "Fund"), we have prepared this brochure to summarize
the details of the Plan.  The Plan provides a convenient way to
acquire additional shares of the Fund's common stock
automatically through the reinvestment of net investment income
and capital gains.

If your shares are held in your own name, you may elect to be a
participant in the Plan.  If your shares are held in the name of
a brokerage firm, bank or other nominee, you should contact such
brokerage firm, bank or nominee to determine whether or how you
may elect to participate in the Plan.  If such service is not
provided by your particular institution, you may have to request
your brokerage firm, bank or other nominee to register your
shares in your own name to enable you to participate in the Plan.

We hope that this brochure will prove helpful in addressing your
questions regarding the Plan.  If you have any questions, please
contact [____________] at the telephone number listed on the
cover of this brochure.

Sincerely,


____________________
John D. Carifa
Chairman of the Board

(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.



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How Often Are Dividends and Capital Gains Distributed?

The Fund will pay dividends of net investment income on its
shares of common stock (the "Shares") on a monthly basis, and
will distribute net capital gains on the Shares, if any, at least
annually.

How Do I Enroll in The Plan?

All shareholders whose Shares are registered in their own names
will have all distributions paid in cash, unless a shareholder
elects to have such distributions reinvested automatically in
additional Shares.

Shareholders whose Shares are held in the name of a broker or
nominee may elect to have distributions reinvested by the broker
or nominee in additional Shares under the Plan, unless the
reinvestment service is not provided by the particular broker or
nominee (the "Nonparticipating Institutions").  You should
contact your brokerage firm, bank or other nominee to determine
whether or how you may elect to participate in the Plan.  If the
service is not available, such distributions will be paid in
cash.  To the extent that you wish to participate in the Plan,
and you hold your Shares through a Nonparticipating Institution,
you should contact such institution to ensure that your account
is properly represented.  It may also be necessary for you to
have your Shares taken out of "street" name and registered in
your own name to guarantee your participation in the Plan.  You
should contact your broker or nominee for information as to its
participation in the reinvestment service.

What Are The Benefits Of the Plan?

The Plan provides you with a convenient way to reinvest your
dividends and capital gains in additional Shares of the Fund,
thereby enabling you to compound your returns from the Fund.

If you elect to become a participant, all distributions will be
automatically reinvested by [____________], as the plan agent
(the "Plan Agent"), in whole or fractional Shares of the Fund, as
the case may be.

Another benefit of the Plan is that, under circumstances in which
the dividends or distributions are reinvested in Shares that are
purchased by the Plan Agent on the open market, brokerage
commissions should be lower than you would pay to buy Shares on
your own because the Plan Agent would purchase Shares in large
blocks.  In cases where dividends or distributions consist of
Shares issued directly by the Fund, no brokerage commissions to
acquire such Shares are paid.



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You will receive detailed account statements from the Plan Agent,
showing your dividends and capital gains distributions, dates of
reinvestment, number of Shares acquired and purchase price paid
per Share, and also showing the total number of Shares you
previously acquired and still hold through the Plan.

How Do I Have Distributions Automatically Reinvested?

If Shares are registered in your name, you must notify the Plan
Agent that you wish to participate in the Plan.  All such
distributions will be automatically reinvested in additional
Shares.  To notify the Plan Agent, the shareholder MUST:

-   Complete and sign the attached authorization form; and

-   Mail the form to the Plan Agent at the address stated on the
    form.

In order to have dividends and capital gains automatically
reinvested in additional Shares, the authorization form must be
received by the Plan Agent at least 10 business days before the
record date for such distributions.

How Does The Dividend Reinvestment Plan Work?

When a dividend or capital gain distribution is declared,
nonparticipants in the Plan will receive cash.  Participants in
the Plan will receive the equivalent in Shares of the Fund valued
as described below:

    (i)  If the Shares are trading at net asset value or at a
premium above net asset value at the time of valuation, the Fund
will issue new Shares at the greater of net asset value or 95% of
the then current market price.

    (ii) If the Shares are trading at a discount from net asset
value at the time of valuation, the Plan Agent will receive the
dividend or distribution in cash and apply it to the purchase of
the Fund's Shares in the open market, on the New York Stock
Exchange or elsewhere, for the participants' accounts.  Such
purchases will be made on or shortly after the payment date for
such dividend or distribution and in no event more than 30 days
after such date except where temporary curtailment or suspension
of purchase is necessary to comply with the Federal securities
laws.  If, before the Plan Agent has completed its purchases, the
market price exceeds the net asset value of a Share of common
stock, the average purchase price per share paid by the Plan
Agent may exceed the net asset value of the Fund's Shares,
resulting in the acquisition of fewer Shares than if the dividend
or distribution had been paid in Shares issued by the Fund.



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Will The Entire Amount Of My Distribution Be Reinvested?

As a participant in the Plan, the entire amount of your
distribution will be reinvested in Shares.  For any balance that
is not sufficient to purchase a full Share, the Plan Agent will
credit your account with a fractional Share interest computed to
four decimal places.  The fractional Share interest is included
in all subsequent distributions, and you have voting rights on
all full and fractional Shares acquired under the Plan.

Will I Be Issued Share Certificates For Transactions In The Plan?

No.  All Shares will be credited to the shareholder's account.
However, if a stock certificate is desired, it must be requested
in writing for each transaction.  Certificates will be issued
only for full Shares after request.

Are Distributions That Are Reinvested Subject To Income Taxes?

The automatic reinvestment of dividends and distributions will
not relieve participants of any income tax which may be payable
on such dividends or distributions.  If you participate in the
Plan, you will receive a Form 1099 concerning the Federal tax
status of distributions paid during the year.

Is There Any Charge To Participate In The Plan?

You will not pay any charge as a participant in the Plan to have
your dividends and distributions reinvested in additional Shares.
The Plan Agent's fees for handling the reinvestment of dividends
and distributions will be paid by the Fund.  There will be no
brokerage charges for Shares issued directly by the Fund as a
result of dividends or distributions payable either in Shares or
cash.  However, each participant will pay a pro rata share of
brokerage commissions incurred with respect to the Plan Agent's
open market purchases in connection with the reinvestment of
dividends or distributions paid in cash.

How Do I Withdraw From the Plan or Sell My Shares?

Participants wishing to withdraw from the Plan or sell part or
all of their Shares must notify the Agent in writing not less
than 10 days prior to any dividend record date, as specified in
Paragraph 10 of the Terms and Conditions.

Should you choose to withdraw any Shares from the Plan or
discontinue your participation in the Plan, you will receive a
certificate for the appropriate number of full Shares, along with
a check in payment for any fractional Share interest you may
have.  The payment for the fractional Share interest will be
valued at the market price of the Fund Shares on the date your


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termination is effective.  In lieu of receiving a certificate,
you may request the Plan Agent to sell part or all of your Shares
at the market price and remit the proceeds to you, net of any
brokerage commissions.  A $3.00 fee is charged by the Plan Agent
upon any cash withdrawal or termination.

WHOM SHOULD I CONTACT FOR ADDITIONAL INFORMATION?

If you hold Shares in your own name, please address all notices,
correspondence, questions or other communications regarding the
Plan to:

                      [NAME OF PLAN AGENT]
        c/o Alliance National Municipal Income Fund, Inc.
                            [ADDRESS]
                         (800) [______]

If your shares are not held in your name, you should contact your
brokerage firm, bank or other nominee for more information.

Experience under the Plan may indicate that changes are
desirable.  Accordingly, the Fund reserves the right to amend or
terminate the Plan as applied to any dividend or distribution
paid subsequent to written notice of the change to the Plan
participant at least 90 days before the date of such dividend or
distribution.  The Plan may also be amended or terminated by the
Plan Agent with the Fund's prior consent on at least 90 days'
written notice to participants.

                        ALLIANCE NATIONAL
                   MUNICIPAL INCOME FUND, INC.
                     TERMS AND CONDITIONS OF
                   DIVIDEND REINVESTMENT PLAN

    1.   Each holder of shares (a "Shareholder") of common stock
in Alliance National Municipal Income Fund, Inc. (the "Fund"),
whose Fund shares are registered in his or her own name may elect
to be a participant ("Participant") in the Dividend Reinvestment
Plan (the "Plan"), unless any such Shareholder specifically
elects to participate in the Plan, the Shareholder will receive
all dividends and capital gains distributions in cash paid by
check mailed directly to the Shareholder.  A Shareholder whose
shares are registered in the name of a broker-dealer or other
nominee (the "Nominee") will be a Participant if such a service
is provided by the Nominee and the Shareholder elects to
participate in the Plan.  [____________] (the "Agent") will act
as agent for Participants and will open an account under the Plan
for each Participant in the same name as such Participant's
common stock is registered on the books and records of the
transfer agent for the common stock.



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    2.   Whenever the Fund declares a capital gains distribution
or an income dividend payable in shares of common stock or cash,
Participants will receive the equivalent in shares of the Fund
valued as described in paragraph 3 below.

    3.   (i)  If the shares are trading at net asset value or at
a premium above net asset value at the time of valuation, the
Fund will issue new Fund shares at the greater of net asset value
or 95% of the then current market price.

         (ii) If the shares are trading at a discount from net
asset value at the time of valuation, the Agent will receive the
dividend or distribution in cash and apply it to the purchase of
the Fund's Shares in the open market, on the New York Stock
Exchange (the "Exchange") or elsewhere, for the Participants'
accounts.  Such purchases will be made on or shortly after the
payment date for such dividend or distribution and in no event
more than 30 days after such date except where temporary
curtailment or suspension of purchase is necessary to comply with
Federal securities laws.  If, before the Agent has completed its
purchases, the market price exceeds the net asset value of a
share of common stock, the average purchase price per share paid
by the Agent may exceed the net asset value of the Fund's shares,
resulting in the acquisition of fewer shares than if the dividend
or distribution had been in shares issued by the Fund.

    4.   For purposes of the Plan: (i) the market price of the
Fund's common stock on a particular date shall be the last sale
price on the Exchange at the close of the previous trading day
or, if there is no sale on the Exchange on that date, then the
mean between the closing bid and asked quotations for such stock
on the Exchange on such date, and (ii) net asset value per share
of common stock on a particular date shall be as determined by or
on behalf of the Fund.

    5.   The open market purchases provided for above may be made
on any securities exchange where the shares of common stock of
the Fund are traded, in the over-the-counter market or in
negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine.  Monies held
by the Agent uninvested will not bear interest, and it is
understood that, in any event, the Agent shall have no liability
in connection with any inability to purchase shares of common
stock within 30 days after the initial date of such purchase as
herein provided, or with the timing of any purchases effected.
The Agent shall have no responsibility as to the value of the
shares of common stock of the Fund acquired for any Participant's
account.

    6.   The Agent will hold shares of common stock acquired
pursuant to the Plan in the Agent's name or that of its Nominee.


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The Agent will forward to each Participant any proxy solicitation
material and will vote any shares of common stock so held for
each Participant only in accordance with the proxy returned by
any such Participant to the Fund.  Upon any Participant's written
request, the Agent will cause the Fund to deliver to her or him,
without charge, a certificate or certificates for the full shares
of common stock.  Shares represented by certificates acquired in
this manner will continue to be included in the Participant's
account under the Plan.

    7.   The Agent will confirm to each Participant acquisitions
made for its account as soon as practicable but not later than
60 days after the date thereof.  Although a Participant may from
time to time have an undivided fractional interest (computed to
four decimal places) in a share of common stock of the Fund, no
certificates for a fractional share will be issued.  However,
dividends and distributions on fractional shares of common stock
will be credited to Participants' accounts.

    8.   Any stock dividends or split shares distributed by the
Fund on shares of common stock held by the Agent for any
Participant will be credited to such Participant's account.  In
the event that the Fund makes available to Participants rights to
purchase additional shares of common stock or other securities,
the Agent will sell such rights and apply the proceeds of the
sale to the purchase of additional shares of common stock of the
Fund for the account of Participants.

    9.   The Agent's service fee for handling capital gains
distributions or income dividends will be paid by the Fund.
Participants will be charged a pro rata share of brokerage
commissions on all open market purchases.

    10.  Any Participant may withdraw shares from such
Participant's account or terminate such Participant's account
under the Plan by notifying the Agent in writing.  Such
withdrawal or termination will be effective immediately if notice
is received by the Agent not less than 10 days prior to any
dividend or distribution record date; otherwise such withdrawal
or termination will be effective, with respect to any subsequent
dividend or distribution, on the first trading day after the
dividends paid for such record date have been credited to the
Participant's account.  The Plan may be terminated by the Fund or
the Agent with the Fund's prior consent upon notice in writing
mailed to each Participant at least 90 days prior to any record
date of the payment of any dividend or distribution by the Fund.
Upon any withdrawal or termination, the Agent will cause to be
delivered to each Participant a certificate or certificates for
the appropriate number of full shares and a cash adjustment for
any fractional share (valued at the market value of the shares at
the time of withdrawal or termination); provided, however that


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any participant may elect by notice to the Agent in writing in
advance of such termination to have the Agent sell part or all of
the shares in question and remit the proceeds to such
Participant, net of any brokerage commissions.  A $3.00 fee will
be charged by the Agent upon any cash withdrawal or termination,
and the Agent is authorized to sell a sufficient number of the
Participant's shares to cover such fee and any brokerage
commission on such sale.

    11.  These terms and conditions may be amended or
supplemented by the Fund or the Agent with the Fund's prior
consent only by mailing to each Participant appropriate written
notice at least 90 days prior to the effective date thereof.  The
amendment or supplement shall be deemed to be accepted by each
Participant unless, with respect to any such Participant, prior
to the effective date thereof, the Agent receives written notice
of the termination of that Participant's account under the Plan.
Any such amendment may include an appointment by the Agent in its
place and stead of a successor Agent under these terms and
conditions, with full power and authority to perform all or any
of the acts to be performed by the Agent under these terms and
conditions.  Upon any such appointment of an Agent for the
purpose of receiving dividends and distributions, the Fund will
be authorized to pay to such successor Agent, for Participants'
accounts, all dividends and distributions payable on the shares
of common stock held in each Participant's name or under the Plan
for retention or application by such successor Agent as provided
in these terms and conditions.

    12.  The Agent shall at all times act in good faith and agree
to use its best efforts within reasonable limits to ensure the
accuracy of all services performed under this agreement and to
comply with applicable law, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless such
error is caused by its or its employees' negligence, bad faith or
willful misconduct.

    13.  The Participant shall have no right to draw checks or
drafts against such Participant's Account or to give instructions
to the Agent in respect of any shares or cash held therein except
as expressly provided herein.

    14.  The Participant agrees to notify the Agent promptly in
writing of any change of address.  Notices to the Participant may
be given by the Agent by letter addressed to the Participant as
shown on the records of the Agent.

    15.  This Agreement and the account established hereunder for
the Participant shall be governed by and construed in accordance
with the laws of the State of New York and the Rules and



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Regulations of the Securities and Exchange Commission, as they
may be changed or amended from time to time.



















































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 *AUTHORIZATION FOR PARTICIPATION IN DIVIDEND REINVESTMENT PLAN

/ /   Please automatically reinvest my dividends and capital
      gains in additional shares of the Alliance National
      Municipal Income Fund, Inc.

[DO NOT MAIL, IF YOU WISH TO RECEIVE BOTH YOUR DIVIDEND
AND CAPITAL GAINS DISTRIBUTIONS IN CASH.]

                             PRINT
                             NAME(S)____________________
                             ___________________________
                             DATE_______________________

                             TAX
                             IDENTIFICATION
                             NUMBER_____________________
                             SIGNATURE(S)_______________

                             ___________________________


* NOTIFICATION MUST BE RECEIVED BY THE PLAN AGENT AT LEAST 10
BUSINESS DAYS PRIOR TO THE RECORD DATE FOR A DISTRIBUTION.





























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00250209.AN1

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