-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 I52fSu6PqnN07N3txnwBw4w7qek6rkz27mV2c7b9x+Sq+S+wIjLazHKJ7KuTKDDE
 C+o2/iyWTBX1BhWqzE0GYg==

<SEC-DOCUMENT>0000919574-07-004629.txt : 20070925
<SEC-HEADER>0000919574-07-004629.hdr.sgml : 20070925
<ACCEPTANCE-DATETIME>20070925102523
ACCESSION NUMBER:		0000919574-07-004629
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 NATIONAL MUNICIPAL INCOME FUND
		CENTRAL INDEX KEY:			0001162027
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-82894
		FILM NUMBER:		071133154

	BUSINESS ADDRESS:	
		STREET 1:		ALLIANCEBERNSTEIN LP
		STREET 2:		1345 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105
		BUSINESS PHONE:		2129692124

	MAIL ADDRESS:	
		STREET 1:		ALLIANCEBERNSTEIN LP
		STREET 2:		1345 AVE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10105

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLIANCE NATIONAL MUNICIPAL INCOME FUND
		DATE OF NAME CHANGE:	20011108
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>d812608_pos-ex.txt
<TEXT>

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


                       Securities Act File No. 333-138925

                    Investment Company Act File No. 811-10573


                       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 National Municipal 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 January 10, 2007 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 Amended Articles of Incorporation filed as Exhibit (1) in response
to Item 16, Article IX of the Registrant's Bylaws filed as Exhibit (2) in
response to Item 16 and Section 8 of the Underwriting Agreement filed as Exhibit
(13)(e) in response to Item 16. The Adviser's liability for any loss suffered by
the Registrant or its stockholders is set forth in Section 4 of the Investment
Management Agreement filed as Exhibit (6) in response to Item 16, all as set
forth below.

     SECTION 2-418 OF THE MARYLAND GENERAL CORPORATION LAW READS AS FOLLOWS:

     "2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.--

     (a) In this section the following words have the meaning 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)(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) 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)(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)(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) 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) 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) 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) 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)(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.

     (1) 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:

          "(1) To the fullest extent that limitations on the liability of
          directors and officers are permitted by the Maryland General
          Corporation Law, no director or officer of the Corporation shall have
          any liability to the Corporation or its stockholders for money
          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 General
          Corporation 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 General Corporation 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 General Corporation Law in this Article
          EIGHTH are to that law as from time to time amended. No amendment to
          the Charter 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 IX OF THE REGISTRANT'S BY-LAWS READS AS FOLLOWS:

          "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."

     SECTION 8 OF THE REGISTRANT'S UNDERWRITING AGREEMENT READS AS FOLLOWS:

          The Underwriting Agreement between the Registrant, AllianceBernstein
          L.P. (formerly known as Alliance Capital Management L.P.) (the
          "Manager") and Salomon Smith Barney Inc. (the "Underwriter") provides
          that:

          "the Registrant and the Manager will, jointly and severally, agree to
          indemnify and hold harmless the Underwriter and each person, if any,
          who controls the Underwriter within the meaning of Section 15 of the
          Securities Act of 1933 or Section 20 of the Securities Exchange Act of
          1934, from and against any and all losses, claims, damages,
          liabilities and expenses, joint or several (including reasonable costs
          of investigation) arising out of or based upon any untrue statement or
          alleged untrue statement of a material fact contained in the
          Registration Statement, the Prospectus, any Prepricing Prospectus, any
          sales material (or any amendment or supplement to any of the
          foregoing) or arising out of or based upon any omission or alleged
          omission to state therein a material fact required to be stated
          therein or necessary to make the statements therein (in the case of a
          prospectus, in light of the circumstances under which they were made)
          not misleading, except insofar as such losses, claims, damages,
          liabilities or expenses arise out of or are based upon any untrue
          statement or omission or alleged untrue statement or omission which
          has been made therein or omitted therefrom in reliance upon and in
          conformity with the information relating to such Underwriter furnished
          in writing to the Fund by or on behalf of the Underwriter expressly
          for use in connection therewith; provided, however, that the foregoing
          indemnity with respect to the Registration Statement, the Prospectus
          or any Prepricing Prospectuses (or any amendment or supplement to any
          of the foregoing) shall not inure to the benefit of any Underwriter
          from whom the person asserting any loss, claim, damage, liability or
          expense purchased Shares, if it is shown that a copy of the
          Prospectus, as then amended or supplemented, which would have cured
          any defect giving rise to such loss, claim, damage, liability or
          expense was not sent or delivered to such person by or on behalf of
          such Underwriter, if required by law to be so delivered, at or prior
          to the confirmation of the sale of such Shares to such person and such
          Prospectus, amendments and supplements had been provided by the
          Registrant to the Underwriter in the requisite quantity and on a
          timely basis to permit proper delivery. The foregoing indemnity
          agreement shall be in addition to any liability which the Registrant
          or the Manager may otherwise have."

     SECTION 4 OF THE REGISTRANT'S INVESTMENT MANAGEMENT AGREEMENT READS AS
     FOLLOWS:

          "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."

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

In accordance with Release No. IC-11330 (September 2, 1980), the Registrant will
indemnify its directors, officers, investment manager and principal underwriters
only if (1) a final decision on the merits was issued by the court or other body
before whom the proceeding was brought that the person to be indemnified (the
"indemnitee") was not liable by reason or willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct") or (2) a reasonable determination is made, based
upon a review of the facts, that the indemnitee was not liable by reason of
disabling conduct, by (a) the vote of a majority of a quorum of the directors
who are neither "interested persons" of the Registrant as defined in section
2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party directors"), or (b) an independent legal counsel in a
written opinion. The Registrant will advance attorneys fees or other expenses
incurred by its directors, officers, investment adviser or principal
underwriters in defending a proceeding, upon the undertaking by or on behalf of
the indemnitee to repay the advance unless it is ultimately determined that he
is entitled to indemnification and, as a condition to the advance, (1) the
indemnitee shall provide a security for his undertaking, (2) the Registrant
shall be insured against losses arising by reason of any lawful advances, or (3)
a majority of a quorum of disinterested, non-party directors of the Registrant,
or an independent legal counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the indemnitee ultimately will be found
entitled to indemnification.

The Registrant participates in a joint trustees/directors and officers liability
insurance policy issued by the ICI Mutual Insurance Company. Coverage under this
policy has been extended to directors, trustees and officers of the investment
companies managed by AllianceBernstein L.P. Under this policy, outside trustees
and directors are covered up to the limits specified for any claim against them
for acts committed in their capacities as trustee or director. A pro rata share
of the premium for this coverage is charged to each investment company and to
the Adviser.

Item 16   Exhibits

(1)(a)    Articles of Incorporation of the Registrant (1)

(1)(b)    Articles of Amendment to the Articles of Incorporation dated
          November 29, 2001(2)

(1)(c)    Certificate of Correction to the Articles of Incorporation dated
          January 8, 2002(3)

(1)(d)    Articles Supplementary dated March 22, 2002(4)

(1)(e)    Certificate of Correction dated March 26, 2002(5)

(1)(f)    Articles Supplementary dated June 14, 2006(5)

  (2)     Amended and Restated Bylaws(6)

  (3)     Not applicable

  (4)     Plan of Acquisition and Liquidation(7)

  (5)     Not applicable

(6)(a)    Investment Management Agreement between the Registrant and
          AllianceBernstein L.P. (formerly Alliance Capital Management L.P.) (3)

  (7)     Underwriting Agreement(8)

  (8)     Not applicable

  (9)     Custodian Agreement between the Registrant and State Street Bank and
          Trust Company (3)

 (10)     Not applicable

 (11)     Opinion of Seward & Kissel LLP as to the legality of the securities
          being registered (6)

 (12)     Opinion of Seward & Kissel LLP as to tax consequences (9)

(13)(a)   Transfer Agency Agreement between the Registrant and Computershare
          Trust Company, N.A. (formerly known as EquiServe Trust Company) (3)

(13)(b)   Shareholder Inquiry Agency Agreement with AllianceBernstein Investor
          Services, Inc., (formerly, Alliance Fund Services, Inc.) (3)

(13)(c)   Form of Auction Agency Agreement between the Registrant and The Bank
          of New York(8)

(13)(d)   Dividend Reinvestment and Cash Purchase Plan (3)

(13)(e)   Form of Underwriting Agreement(8)

(13)(f)   Form of Broker Dealer Agreement as to Registrant's Preferred Shares(8)

(13)(g)   Form of The Depository Trust Company Representations Letter as to the
          Registrant's Preferred Shares(8)

(13)(h)   Investment Representation Letter(3)

 (14)     Consent of Ernst & Young LLP, independent auditors for ACM Municipal
          Securities Income Fund, Inc. and the Registrant (5)

 (15)     Not applicable

 (16)     Powers of Attorney (5)

- ----------
1. Incorporated by reference from the Registrant's Registration Statement on
Form N-2 for the issuance of Common Shares (File Nos. 333-82894 and 811-10573)
filed with the SEC on November 9, 2001.

2. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A for the issuance of Common Shares (File Nos. 333-73130 and 811-10573)
filed with the SEC on December 21, 2001.

3. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A for the issuance of Common Shares (File Nos. 333-73130 and 811-10573)
filed with the SEC on January 25, 2002.

4. Incorporated by reference from the Registrant's Registration Statement on
Form N-2 (File Nos. 333-73130 and 811- 10573) filed on February 15, 2002 and as
updated by the Registrant's 497 filing filed with the SEC on March 26, 2002.

5. Incorporated by reference from Registrant's Registration Statement on Form
N-14 (File Nos. 333-138925 and 811-10573) filed on November 22, 2006.

6. Incorporated by reference to Exhibit 77Q1 from Registrant's Form N-SAR-A
filing (File No. 811- 10573) filed with the SEC on June 29, 2006.

7. Incorporated by reference from Appendix E to Part A of Registrant's
Registration Statement on Form N-14 (File Nos. 333-138925 and 811-10573) filed
on November 22, 2006.

8. Incorporated by reference from the Registrant's Registration Statement on
Form N-2/A (File Nos. 333-73130 and 811-10573) filed with the SEC on March 22,
2002.

9. Filed herewith.

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 NATIONAL MUNICIPAL 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 812608

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>2
<FILENAME>d805852_ex-12.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



                                                   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


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
