<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>auditletter.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, 2009, 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, 2009.
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.


/s/Ernst & Young LLP



New York, New York
December 24, 2009

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