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<TYPE>EX-99.2L OPIN COUNSL
<SEQUENCE>7
<FILENAME>l100250209ay6.txt
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                                                 March 22, 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 proposed registration of 1,950 Auction
Preferred Shares, Series M (the "Series M Shares"), 1,950 Auction
Preferred Shares, Series T (the "Series T Shares"), 1,950 Auction
Preferred Shares, Series W (the "Series W Shares") and 1,950
Auction Preferred Shares, Series TH (the "Series TH Shares"), all
par value $.001 per share, liquidation preference $25,000 per
share (together the Series M Shares, the Series T Shares, the
Series W Shares and the Series TH Shares, the "Preferred
Shares"), 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 (File No.
333-82894) relating to the Preferred Shares (the "Registration
Statement") and the form of Articles Supplementary relating to
the Preferred Shares to be filed as an exhibit to the
Registration Statement (the "Articles Supplementary") 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 Preferred Shares, the total
number of Series M Shares, Series T Shares, Series W Shares or
Series TH Shares issued and outstanding will not exceed the total
number of Series M Shares, Series T Shares, Series W Shares or
Series TH Shares that the Fund is then authorized to issue under
the Charter, and the number of Series M Shares, Series T Shares,
Series W Shares or Series TH Shares issued in accordance with the
Registration Statement will not exceed the number of Series M
Shares, Series T Shares, Series W Shares or Series TH Shares
authorized for issuance in the resolutions adopted by the Board
of Directors of the Fund, relating to the sale and issuance of
the Preferred Shares.




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         Based on the above, we are of the opinion that the
issuance of the Preferred Shares has been duly authorized and,
further, that when the Preferred Shares have been issued, sold
and paid for as contemplated by the Registration Statement, they
will have 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 preferred 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 March 22, 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,



                             Seward & Kissel LLP

















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00250209.AY6

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