<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>audit.txt
<DESCRIPTION>AUDIT
<TEXT>
Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
AllianceBernstein National Municipal Income Fund, Inc.

In planning and performing our audit of the financial
statements of AllianceBernstein National Municipal Income
 Fund, Inc. (the Fund), as of and for the year ended
October 31, 2008, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
we considered the Funds internal control over financial
reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion
on the effectiveness of the Funds internal control over
financial reporting. Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A funds internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles. A funds internal
control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of
the fund (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the fund
are being made only in accordance with authorizations of
management and directors of the fund and (3) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a funds
assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures
may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
funds annual or interim financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Funds internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control that might be material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted
no deficiencies in the Funds internal control over
financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a
material weakness as defined above as of October 31, 2008.

This report is intended solely for the information and use
of management and the Board of Directors of
AllianceBernstein National Municipal Income Fund, Inc.
and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other
than these specified parties.

Ernst & Young LLP

New York, New York
December 23, 2008


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