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                              SEWARD & KISSEL LLP
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

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



                                                   August 31, 2007




ACM Municipal Securities Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

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

     Re:       Acquisition of the Assets and Assumption of the
               Liabilities of ACM Municipal Securities Income Fund, Inc.
               by Alliance National Municipal Income Fund, Inc.
               ---------------------------------------------------------

Ladies and Gentlemen:

                                I. Introduction

     We have acted as counsel to ACM Municipal Securities Income Fund, Inc., a
Maryland corporation ("Municipal Securities"), and Alliance National Municipal
Income Fund, Inc., a Maryland corporation ("National Municipal"), in connection
with the Acquisition provided for in the Agreement and Plan of Acquisition and
Liquidation among Municipal Securities, National Municipal and AllianceBernstein
L.P. (the "Adviser"), dated as of November 20, 2006 (the "Plan"). Pursuant to
Section 8(e) of the Plan, Municipal Securities and National Municipal have
requested our opinion as to certain of the United States federal income tax
consequences to National Municipal, Municipal Securities and the stockholders of
Municipal Securities ("Municipal Securities 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 Municipal Securities and National Municipal 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 Municipal Securities and the Board of Directors of National Municipal. The
terms and conditions of the Acquisition are set forth in the Plan.

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

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


     The stated investment objective of each of National Municipal and Municipal
Securities is to seek high current income exempt from regular federal income
tax. To achieve this objective, Municipal Securities and National Municipal each
invest at least 80 percent of their assets, and normally substantially all of
their assets, in municipal bonds paying interest that is exempt from regular
federal income tax. Municipal Securities invests at least 65 percent of its
assets, and normally substantially all of its assets, in investment grade
municipal securities. National Municipal invests at least 70 percent of its net
assets in investment grade municipal securities and may invest up to 25 percent
of its net assets in municipal bonds rated below investment grade. According to
the Form N-Q filed by Municipal Securities with the United States Securities and
Exchange Commission (the "SEC") on April 2, 2007, for the three-month period
ended January 31, 2007, Municipal Securities had over 98 percent of its net
assets invested in municipal debt obligations. Municipal Securities's remaining
assets were invested in various short-term investments and interest rate swaps.
According to the Form N-Q filed by National Municipal with the SEC on March 30,
2007, for the six-month period ended January 31, 2007, National Municipal had
over 98 percent of its net assets invested in municipal debt obligations. The
remainder of its assets were invested in short-term investments and interest
rate swaps.

     In rendering the opinions set forth below, we have examined the
Registration Statement on Form N-14 of Municipal Securities 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
Municipal Securities and National Municipal:

     (1) The Plan has been duly approved by the Municipal Securities
Stockholders.

     (2) Each of Municipal Securities and National Municipal: (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 Municipal Securities 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, Municipal
Securities 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, National Municipal (a) has no plan or
intention to sell or otherwise dispose of any of the asset acquired from
Municipal Securities, 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 Municipal Securities Stockholders will receive no consideration
pursuant to the Acquisition other than National Municipal Shares or cash in lieu
of fractional National Municipal 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 Municipal Securities Stockholders for their Municipal
Securities Shares.

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

     (7) The liabilities of Municipal Securities to be assumed by National
Municipal in the Acquisition have been incurred in the ordinary course of
business of Municipal Securities or incurred by Municipal Securities solely and
directly in connection with the Acquisition.

     (8) During the five-year period ending at the Effective Time, (a) neither
Municipal Securities nor any person "related" (within the meaning of Section
1.368-1(e)(3) of the Treasury Regulations) to it will have acquired Municipal
Securities Shares, either directly or through any transaction, agreement, or
arrangement with any other person, with consideration other than National
Municipal Shares or Municipal Securities Shares, except for Municipal Securities
Shares redeemed in the ordinary course of Municipal Securities's business as a
closed-end fund, and (b) no distributions will have been made with respect to
Municipal Securities Shares, other than normal, regular dividend distributions
made pursuant to the Municipal Securities'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) National Municipal has no plan or intention to issue additional
National Municipal Shares following the Acquisition except for National
Municipal Shares issued in the ordinary course of its business as a closed-end
fund. Neither National Municipal 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 National Municipal Shares issued to the Municipal
Securities 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
National Municipal nor any person "related" (within the meaning of Section
1.368-1(e)(3) of the Treasury Regulations) to it will have acquired Municipal
Securities Shares with consideration other than National Municipal 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
Municipal Securities at the Effective Time.

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

     (13) The fair market value of the Assets of Municipal Securities
transferred to National Municipal will equal or exceed the sum of (a) the amount
of Liabilities of Municipal Securities assumed by National Municipal, 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 Municipal Securities, other than those disclosed and
reflected in the net asset value of Municipal Securities.

     (15) There are no unasserted claims or assessments against Municipal
Securities that are probable of assertion.

     (16) There is no plan or intention for National Municipal 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, National
Municipal has not directly or indirectly owned any Municipal Securities Shares.

     (18) The fair market value of the National Municipal Shares (and cash in
lieu of fractional shares) that each Municipal Securities Stockholder receives
will be approximately equal to the fair market value of the Municipal Securities
Shares it surrenders in exchange therefor.

     (19) Pursuant to the Acquisition, Municipal Securities will transfer to
National Municipal, and National Municipal 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 Municipal Securities held immediately
before the Acquisition. For purposes of the foregoing, any amounts Municipal
Securities 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 National Municipal and
Municipal Securities that was issued or acquired, or will be settled, at a
discount.

     (21) The sum of (a) the expenses incurred by Municipal Securities pursuant
to the Plan and (b) the Liabilities of Municipal Securities to be assumed by
National Municipal in the Acquisition will not exceed 20 percent of the fair
market value of the assets of Municipal Securities transferred to National
Municipal 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
Municipal Securities to National Municipal, each of which is a corporation, in
exchange solely for National Municipal Shares and cash in lieu of fractional
National Municipal Shares, which will then be distributed to the stockholders of
Municipal Securities pursuant to the liquidation of Municipal Securities.
Therefore, the Acquisition will satisfy the statutory language of Section
368(a)(1)(C) to be treated as a "reorganization."

     Since each of Municipal Securities and National Municipal 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
Municipal Securities Shares by persons "related" to National Municipal, each
Municipal Securities Stockholder will receive National Municipal Shares and cash
in lieu of fractional shares as a result of the Acquisition. The cash received
by the Municipal Securities Stockholders will not exceed 60 percent of the fair
market value of the total consideration paid for the Municipal Securities
Shares. Therefore, the Acquisition will satisfy the COI requirement.

     Municipal Securities and National Municipal are each historically engaged
in the business of investing in the municipal debt obligations. As of the most
recent Form N-Q filed by each of Municipal Securities and National Municipal
with the SEC, each of these entities had invested over 98 percent of their
respective assets in municipal debt obligations. In addition, each of Municipal
Securities and National Municipal pursue a strategy that focuses on generating
high current income exempt from regular federal income tax.

     Based upon the above, we believe that Municipal Securities and National
Municipal are engaged in the same historic business of investing in municipal
debt obligations and National Municipal 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 National Municipal has no plan or
intention to sell or otherwise dispose of any of the assets acquired from
Municipal Securities, except for dispositions made in the ordinary course of
that business and dispositions necessary to maintain its status as a RIC, we
believe National Municipal will use the assets acquired from Municipal
Securities in its historic business so that National Municipal 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 National Municipal and Municipal Securities
will each be a "party to a reorganization" within the meaning of Section 368(b)
of the Code.

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

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

     (4) The holding period and tax basis of the Assets acquired by National
Municipal will be the same as the holding period and tax basis that Municipal
Securities had in the Assets immediately prior to the Acquisition.

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

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

     (7) National Municipal will succeed to the capital loss carryovers of
Municipal Securities, if any, under Section 381 of the Code, but the use by
National Municipal of any such capital loss carryovers (and of any capital loss
carryovers of National Municipal) may be subject to limitation under Section 383
of the Code.

     (8) Any gain or loss realized by a Municipal Securities Stockholder upon
the sale of a fractional share of the National Municipal to which the
stockholder is entitled will be recognized by the Municipal Securities
Stockholder and equal to the difference between the amount of cash received and
the basis of the fractional share and, provided that the Municipal Securities
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


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