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<TYPE>EX-99.2L OPIN COUNSL
<SEQUENCE>3
<FILENAME>sk00250209ao7.txt
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                        [S&K Letterhead]

                                       January 25, 2002


Alliance National Municipal
  Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

          Alliance National Municipal Income Fund, Inc.

Ladies and Gentlemen:

         We are acting as counsel for Alliance National Municipal
Income Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the organization of the Fund, the registration of
the Fund under the Investment Company Act of 1940, as amended and
the registration of shares of its common stock, par value $.001
per share (the "Common Stock"), under the Securities Act of 1933,
as amended.

         As counsel for the Fund we have participated in the
preparation of the Registration Statement on Form N-2, and the
Prospectus contained therein, relating to such shares.  We have
examined the Charter and Bylaws of the Fund and any amendments
and supplements thereto and have examined and relied upon such
corporate records of the Fund and such other documents and
certificates as to factual matters as we have deemed to be
necessary to render the opinion expressed herein.

         In expressing the opinion set forth below, we have
assumed that upon any issuance of shares of Common Stock, the
total number of shares issued and outstanding will not exceed the
total number of shares that the Fund is then authorized to issue
under the Charter, and the number of shares of Common Stock
issued in accordance with the Registration Statement will not
exceed the number of shares authorized for issuance in the
resolutions adopted by the Board of Directors of the Fund,
relating to the sale and issuance of the shares.

         Based on the above, we are of the opinion that:

         1.  The Fund is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Maryland.

         2.  The shares of Common Stock to be offered for sale
pursuant to the Prospectus are duly authorized and, when sold,
issued and paid for as contemplated by the Prospectus, will have



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been validly and legally issued and will be fully paid and
nonassessable.

         We do not express an opinion with respect to any laws
other than the laws of the State 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.  As to the matters of Maryland law
contained in the foregoing opinion we have relied on the opinion
of Ballard Spahr Andrews & Ingersoll, LLP of Baltimore, Maryland,
dated January 24, 2002, a copy of which is included in the
Registration Statement as Exhibit l(2).

         We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement and to the reference to our firm under the
captions "Tax Matters" and "Legal Matters" in the Prospectus and
under the caption "Counsel" in the Statement of Additional
Information included therein.

         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,


                                       /s/Seward & Kissel LLP






















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00250209.AO7

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