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

To the Board of Directors and Shareholders 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, 2010, 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, 2010.
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

December 23, 2010
































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