Edgar Filing: ALLIANCE NATIONAL MUNICIPAL INCOME FUND

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Materials Pursuant to Section 240.14a-12

Alliance National Municipal Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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It is anticipated that definitive materials will be released to security holders
on or around January 5, 2007.

[LOGO]
ALLIANCEBERNSTEIN
Investments

ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

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1345 Avenue of the Americas,
New York, New York 10105

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January 3, 2007

Dear Stockholders:

The Board of Directors (the "Directors") of Alliance National Municipal
Income Fund, Inc. (the "Fund") is pleased to invite you to a Special Meeting of
Stockholders (the "Meeting") to be held on February 22, 2007. At the Meeting,
you will be asked to approve the issuance of shares of the Fund's common stock
in connection with the proposed acquisition of all of the assets and
liabilities of ACM Municipal Securities Income Fund, Inc. ("ACM Municipal
Securities"), which is another fund in the AllianceBernstein fund family.

The Fund is listed on the New York Stock Exchange ("NYSE"). In order for the
acquisition of ACM Municipal Securities to occur, the Fund will be required to
issue shares to the stockholders of ACM Municipal Securities in exchange for
their current shares that will represent more than 20% of the Fund's currently
outstanding common stock. Under NYSE rules, the Fund must obtain your approval
to issue this amount of shares. Therefore, the Fund's Directors have scheduled
the Meeting on February 22, 2007, to seek your approval of the issuance of
approximately 8 million shares of the Fund's common stock and allow the Fund to
proceed with the acquisition. The proposal is described in more detail in the
attached Proxy Statement.

The Directors have concluded that the proposal is in the best interests of
the Fund and its stockholders. The Directors unanimously recommend that you
vote "For" the proposal.

We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote promptly by proxy. The Altman Group, Inc. (the "Proxy
Solicitor"), a proxy solicitation firm, has been selected to assist in the
proxy solicitation process. If we have not received your proxy as the date of
the Meeting approaches, you may receive a telephone call from the Proxy
Solicitor to remind you to vote by proxy. No matter how many shares you own,
your vote is important.

Sincerely,

Marc O. Mayer
President

PROXY STATEMENT

ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

QUESTIONS AND ANSWERS

Q. WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?

A. This booklet contains the Notice of Special Meeting of Stockholders (the
"Notice") of Alliance National Municipal Income Fund, Inc. (the "Fund") and
Proxy Statement that provide you with information you should review before
voting on the proposal to authorize the issuance of shares of the Fund's
common stock (the "Proposal") that will be presented at a Special Meeting of
Stockholders (the "Meeting"). The shares will be issued in connection with
the Fund's acquisition of all of the assets and liabilities of ACM Municipal
Securities Income Fund, Inc. (the "Acquisition"). You are receiving this
proxy material because you own shares of the Fund, either directly or
through an intermediary (we refer to them as "shares" and to the holders of
shares as "stockholders"). As a stockholder, you have the right to vote on
the Proposal because it concerns your investment in the Fund.

Q. WHO IS ASKING FOR MY VOTE?

A. The Board of Directors of the Fund (the "Board") is asking you to vote on
the Proposal.

Q. HOW DOES THE BOARD RECOMMEND YOU VOTE?

A. The Board recommends that you vote "FOR" the Proposal.

Q. WHO IS ELIGIBLE TO VOTE?

A. Stockholders of record at the close of business on Friday, December 15, 2006
(the "Record Date") are entitled to vote at the Meeting or any adjournment
or postponement of the Meeting. If you owned shares on the Record Date, you
have the right to vote even if you later sold the shares.

Q. WHY IS THE BOARD REQUESTING MY VOTE?

A. Maryland law does not require a vote of the Fund's stockholders to approve
the Acquisition. However, the Fund's common stock is listed on the New York
Stock Exchange (the "NYSE") and the new shares that would be issued in
connection with the Acquisition would be listed on the NYSE. As a condition
to listing, the NYSE requires a listed company to obtain stockholder

approval prior to the issuance of common stock if a transaction would result
in an increase of 20% or more of the amount of the Fund's outstanding
shares. Consequently, the Board is seeking your vote on the Proposal because
the Fund would be required to increase the number of its outstanding shares
by more than 20% in connection with the Acquisition.

Q. HOW CAN I VOTE MY SHARES?

A. Please follow the instructions included on the enclosed proxy card.

Q. WHAT IF I WANT TO REVOKE MY PROXY?

A. You can revoke your proxy at any time prior to its exercise by (i) giving
written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
New York, New York 10105, (ii) by authorizing a later-dated proxy (either by
signing and mailing another proxy card, or by telephone as indicated on the
proxy card) or (iii) by personally voting at the Meeting.

Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?

A. You may call the Proxy Solicitor at 1-800-331-5817.

[LOGO]
ALLIANCEBERNSTEIN
Investments

Alliance National Municipal Income Fund, Inc.

1345 Avenue of the Americas,
New York, New York 10105
800-221-5672

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SCHEDULED FOR FEBRUARY 22, 2007

To the Stockholders of Alliance National Municipal Income Fund, Inc. (the
"Fund"):

Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of the Fund, a Maryland corporation, will be held at the offices of
the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105 on
Thursday, February 22, 2007, at 11:00 a.m. Eastern Time, to consider and vote
on the following Proposal, which is more fully described in the accompanying
Proxy Statement dated January 3, 2007:

1. To approve the issuance of shares of the Fund's common stock in
connection with the proposed acquisition of assets and assumption of
liabilities of ACM Municipal Securities Income Fund, Inc. by the Fund.

2. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.

Any stockholder of record of the Fund at the close of business on
December 15, 2006 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any adjournments or postponements thereof. Proxies are being
solicited on behalf of the Fund's Board of Directors. Each stockholder who does
not expect to attend in person is requested to complete, date, sign and
promptly return the enclosed proxy card, or to submit voting instructions by
telephone as described on the enclosed proxy card.

The Board of Directors of the Fund recommends a vote "FOR" the Proposal.

By Order of the Board of Directors,

Marc O. Mayer
President
New York, New York
January 3, 2007

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YOUR VOTE IS IMPORTANT

Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please complete, date, sign and return your Proxy Card promptly
in order to save the Fund any additional cost of further proxy solicitation and
for the Meeting to be held as scheduled.

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AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.

PROXY STATEMENT

ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.

1345 Avenue of the Americas
New York, New York 10105

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SPECIAL MEETING OF STOCKHOLDERS
February 22, 2007

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INTRODUCTION

This is a Proxy Statement for Alliance National Municipal Income Fund, Inc.
(the "Fund"). The Fund's Board of Directors is soliciting proxies for a Special
Meeting of Stockholders of the Fund (the "Meeting") to consider and vote on a
proposal to issue shares of the Fund's common stock in connection with the
proposed acquisition (the "Proposal") of all of the assets and assumption of
all the liabilities of ACM Municipal Securities Income Fund, Inc. ("ACM
Municipal Securities") by the Fund (the "Acquisition").

The Board is sending you this Proxy Statement to ask for your vote on the
Proposal. The Meeting will be held at the offices of the Fund, 1345 Avenue of
the Americas, 41st Floor, New York, New York 10105 on Thursday, February 22,
2007, at 11:00 a.m., Eastern Time. The solicitation will be made primarily by
mail and may also be made by telephone. The solicitation cost will be borne by
the Fund. The Notice of Special Meeting, Proxy Statement and Proxy Card are
being mailed to stockholders on or about January 3, 2007.

Any stockholder who owned shares of the Fund on Friday, December 15, 2006
(the "Record Date") is entitled to notice of, and to vote at, the Meeting and
any postponement or adjournment thereof. Each share is entitled to one vote.

THE PROPOSAL:

ISSUANCE OF THE FUND'S COMMON STOCK
IN CONNECTION WITH THE ACQUISITION OF
ACM MUNICIPAL SECURITIES

Background

At their Special Meeting held on November 20, 2006 (the "Meeting"), the
Board of Directors of the Fund approved the Fund's acquisition of ACM Municipal
Securities. ACM Municipal Securities has substantially the same investment
strategies as the Fund and both funds invest substantially all of their assets
in investment grade municipal securities. ACM Municipal Securities is a smaller
fund with approximately $213 million in assets (including $90 million
attributable to preferred shares) as compared to the Fund's assets of
approximately $508 million (including $195 million attributable to preferred
shares). At the Meeting and at their October 31-November 2, 2006 regular
meeting, the Fund's Directors considered the recommendation of
AllianceBernstein L.P. (the "Adviser"), the investment adviser for the Fund and
ACM Municipal Securities, that they approve the Acquisition. The Adviser
presented pro forma information indicating that the Acquisition would result in
a very modest reduction in the Fund's expense ratio (approximately one basis
point).

The Adviser also discussed that the Fund's contractual management fee is
0.65% of its average daily common and preferred net assets but the Adviser has
voluntarily agreed to waive a portion of the Fund's management fee or reimburse
the Fund for expenses in the amount of 0.25% of the Fund's average daily net
assets until January 28, 2007 with the waiver decreasing by 0.05% for each one
year period commencing January 28 thereafter with the full fee being payable
commencing January 28, 2011 and beyond. However, on November 20, 2006, the
Adviser agreed, at the request of the Directors, to place a cap on the amounts
payable under the Advisory Agreement of 0.55% of the Fund's average daily
common and preferred net assets. The Adviser has also agreed to request that
the Board approve a new investment advisory contract between the Adviser and
the Fund that would make the maximum fee of 0.55% permanent.

The Directors also considered that the net asset value of the common stock
to be issued by the Fund in connection with the Acquisition would be equal to
the value of the assets acquired by the Fund less the liabilities assumed by
the Fund. In addition, the Directors also considered extensive amounts of
information about the costs and benefits of the Acquisition, including the fact
that a portion of the expenses of the Acquisition of approximately $138,000
(relating primarily to the cost of the special meeting to which this proxy
statement relates) would be borne by the Fund.

The Fund's Directors are also the Directors of ACM Municipal Securities, and
they noted that the Acquisition would result in a more significant expense ratio

reduction for common stockholders of that much smaller fund than for common
stockholders of the Fund. After discussion and consultation with their
independent counsel, the Fund's Board of Directors determined that the
Acquisition was in the best interests of the Fund and that the interests of the
Fund's stockholders would not be diluted as a result of the Acquisition.

Issuance of the Fund's Common Stock in Connection with the Acquisition

Approval of the Acquisition by the Fund's stockholders is not required under
applicable state law. However, the Fund's common stock is listed on the New
York Stock Exchange ("NYSE") and the new shares to be issued in connection with
the Acquisition will be listed on the NYSE. As a condition to listing,
Section 312 of the NYSE Listed Company Manual ("NYSE Rule 312") requires a
listed company to obtain stockholder approval prior to the issuance of common
stock if any transaction or series of transactions would result in an increase
by 20% or more in the amount of shares outstanding.

The Acquisition will involve the issuance by the Fund of shares of common
stock to ACM Municipal Securities common stockholders and shares of preferred
stock to ACM Municipal Securities preferred stockholders. The approval of the
issuance of preferred shares by the Fund is not being sought from common
stockholders or preferred stockholders since the preferred shares are not
listed on the NYSE and the Fund's charter permits the issuance of additional
parity preferred stock provided that the issuance of that stock does not affect
that stock's ratings. The preferred stockholders, however, have the right to
vote with the common stockholders to approve the issuance of the common stock.

The Acquisition requires the approval of ACM Municipal Securities
stockholders and a separate meeting of those stockholders will be convened to
vote on the Acquisition. If the Acquisition is not approved by ACM Municipal
Securities stockholders, it will not occur. In addition, if the Fund's
stockholders do not approve the issuance of the Fund's common shares, the
Acquisition will not occur even if approved by ACM Municipal Securities
stockholders. The Acquisition is structured as a tax-free exchange of shares
and cannot occur if the Fund's stockholders do not approve the issuance of
common shares that would be exchanged for common shares of ACM Municipal
Securities.

The Fund's Board of Directors seeks your approval of the Proposal. Approval
of the Proposal requires the affirmative vote of a majority of votes cast by
the Fund's stockholders, provided that the total votes cast on the Proposal
represents over 50% of all securities entitled to vote on the Proposal.

The Board of Directors recommends that you vote "FOR" the Proposal.

PROXY VOTING AND STOCKHOLDER MEETING

The Board of Directors has fixed the close of business on December 15, 2006
as the Record Date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and any adjournment thereof. The outstanding voting
shares of the Fund as of December 15, 2006 consisted of 20,514,801 shares of
common stock and 1,950 shares each of Series M Preferred Stock, Series T
Preferred Stock, Series W Preferred Stock and Series TH Preferred Stock, each
share being entitled to one vote at the Meeting.

Those stockholders who hold shares directly and not through a broker or
nominee (that is, a stockholder of record) may authorize their proxies to cast
their votes by completing a proxy card and returning it by mailing the enclosed
postage-paid envelope as well as telephoning toll free 1-800-331-5817. Owners
of shares held through a broker or nominee (who is the stockholder of record
for those shares) should follow the directions provided to the stockholder by
the broker or nominee to submit voting instructions. Instructions to be
followed by a stockholder of record to submit a proxy via telephone, including
use of the Control Number on the stockholder's proxy card, are designed to
verify stockholder identities, to allow stockholders to give voting
instructions and to confirm that stockholder instructions have been recorded
properly. Stockholders who authorize proxies by telephone should not also
return a proxy card. A stockholder of record may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written notice to the
Secretary of the Fund at 1345 Avenue of the Americas, New York, New York 10105,
by authorizing a later-dated proxy (either by signing and mailing another proxy
card or, by telephone as indicated above), or by personally attending and
voting at the Meeting.

Properly executed proxy cards may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee has not received instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have the discretionary power to vote).
Abstentions and broker non-votes will be considered present for purposes of
determining the existence of a quorum for the transaction of business but will
have the effect of a vote against the Proposal.

Approval of the Proposal described requires the affirmative vote of a
majority of votes cast, provided that total votes cast on the Proposal
represents over 50% of all securities entitled to vote on the matter. In order
for the vote to occur at the Meeting, a quorum must be present. A quorum will
consist of the presence in person or by proxy of the holders of a majority of
the shares of the Fund entitled to vote at the Meeting. In the event that a
quorum is not present at the Meeting or, even if a quorum is present, in the
event that sufficient votes in favor of the

position recommended by the Board of Directors on the Proposal are not timely
received, the Chairman of the Board may authorize, or the persons named as
proxies may propose and vote for, one or more adjournments of the Meeting, with
no other notice than announcement at the Meeting, up to 120 days after the
Record Date, in order to permit further solicitation of proxies. Shares
represented by proxies indicating a vote contrary to the position recommended
by the Directors on a proposal as to which the Meeting is proposed to be
adjourned will be voted against adjournment.

If any proposal, other than the Proposal, properly comes before the Meeting,
shares represented by proxies will be voted on all such proposals in the
discretion of the person or persons holding the proxies. The Fund has not
received notice, and is not otherwise aware, of any other matter to be
presented at the Meeting.

The Fund has engaged The Altman Group, Inc. (the "Proxy Solicitor"), 60 East
42nd Street, Suite 405, New York, New York 10165 to assist in soliciting
proxies for the Meeting. The Proxy Solicitor will receive a fee of
approximately $18,500 for its services, to be paid by the Fund, plus
reimbursement of out-of-pocket expenses.

OTHER INFORMATION

Officers of the Fund

Certain information concerning the Fund's officers is set forth below. The
Fund's officers are elected annually by the Board of Directors until his or her
successor is duly elected and qualifies.

Position(s) (Month and Year First Principal Occupation During the Past
Name, Address* and Age Elected) 5 Years
---------------------- ------------------------------------- -------------------------------------

Marc O. Mayer President and Chief Executive Officer Executive Vice President of the
49 (11/03) Adviser** since 2001, and Executive
Managing Director of
AllianceBernstein Investments, Inc.
("ABI")** since 2003; prior thereto,
he was head of AllianceBernstein
Institutional Investments**, a unit
of the Adviser from 2001-2003; prior
thereto, Chief Executive Officer of
Sanford C. Bernstein & Co., LLC
(institutional research and brokerage
arm of Bernstein & Co. LLC ("SCB &
Co.")**) and its predecessor since
prior to 2002. He is a Director of
SCB Partners, Inc. and SCB, Inc.

Philip L. Kirstein Senior Vice President and Senior Vice President and Independent
61 Independent Compliance Officer Compliance Officer of the
(10/04) AllianceBernstein Funds, with which
he has been associated since October
2004. Prior thereto, he was Of
Counsel to Kirkpatrick & Lockhart,
LLP from October 2003 to October
2004, and General Counsel of Merrill
Lynch Investment Managers, L.P. since
prior to 2002 until March 2003.

Robert B. Davidson, III Senior Vice President Senior Vice President of the
45 (4/02) Adviser**, with which he has been
associated since prior to 2002.

Douglas J. Peebles Senior Vice President Executive Vice President of the
41 (6/04) Adviser**, with which he has been
associated since prior to 2002.

Jeffrey S. Phlegar Senior Vice President Executive Vice President of the
40 (6/04) Adviser**, with which he has been
associated since prior to 2002.

Michael G. Brooks Vice President Senior Vice President and Senior
58 (10/05) Portfolio Manager of the Adviser**,
with which has been associated since
prior to 2002.

Fred S. Cohen Vice President Senior Vice President of the
48 (10/05) Adviser**, with which has been
associated since prior to 2002.

Terrance T. Hults Vice President Senior Vice President of the
40 (12/01) Adviser**, with which has been
associated since prior to 2002.

Emilie D. Wrapp Secretary Senior Vice President, Assistant
51 (10/05) General Counsel and Assistant
Secretary of ABI**, with which she
has been associated since prior to
2002.

Joseph J. Mantineo Treasurer and Chief Financial Officer Senior Vice President of
47 (8/06) AllianceBernstein Investor Services,
Inc. ("ABIS"),** with which he has
been associated since prior to 2002.

Thomas R. Manley Controller Vice President of the Adviser**, with
55 (12/01) which he has been associated since
prior to 2002.

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* The address for the Fund's officers is 1345 Avenue of the Americas, New
York, New York 10105.
** An affiliate of the Fund.

Stock Ownership

As of December 15, 2006, the Directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding shares of common stock of
the Fund and each class of preferred stock of the Fund. To the knowledge of the
Fund, only the following beneficially owned 5% or more of the outstanding
shares of the common stock of the Fund.

Name and Address of Stockholder Number of Outstanding Shares Owned Percentage of Outstanding Shares Owned
------------------------------- ------------------------------------- --------------------------------------

First Trust Portfolios L.P. 1,222,189 6.0%
First Trust Advisors L.P.
The Charger Corporation
1001 Warrenville Road
Lisle, IL 60532

INFORMATION AS TO THE INVESTMENT ADVISER
AND ADMINISTRATOR

The Fund's investment adviser is AllianceBernstein L.P., with principal
offices at 1345 Avenue of the Americas, New York, New York 10105. The
investment adviser also provides administrative services to the Fund.

Other Service Providers

The Adviser provides standard administrative services to the Fund under the
Fund's Advisory Agreement. Under the terms of a Shareholder Inquiry Agency
Agreement with AllianceBernstein Investor Services, Inc. (prior to February 24,
2006 known as Alliance Global Investor Services, Inc.) ("ABIS"), an affiliate
of the Adviser, the Fund compensates ABIS for responding to certain inquiries
from stockholders. State Street Bank & Trust Company, One Lincoln Street,
Boston, MA 02111 serves as custodian for the Fund. Computershare Trust Company
N.A., P.O. Box 43010, Providence, RI 02940, serves as the Fund's transfer agent
for the common stock. The Bank of New York, 101 Barclay-7W, New York, NY 10286,
serves as the Fund's transfer agent for the preferred stock.

OTHER MATTERS

Management of the Fund does not know of any matters properly to be presented
at the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in the discretion of the person or persons
voting the proxies.

REPORTS TO STOCKHOLDERS

The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its latest annual report to stockholders and its subsequent
semi-annual report to stockholders, if any, upon request and without charge. To
request a copy, please call ABIS at 1-800-227-4618 or contact Dennis Bowden at
AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105.

By Order of the Board of Directors,

Marc O. Mayer
President

January 3, 2007
New York, New York

TABLE OF CONTENTS Page
-------------------------------- ----

Introduction.................... 4
The Proposal - Issuance of the
Fund's Common Stock in
Connection with the Acquisition
of ACM Municipal Securities.... 5
Proxy Voting and Stockholder
Meeting........................ 7
Other Information............... 9
Officers of the Fund.......... 9
Stock Ownership............... 10
Information as to the Investment
Adviser and Administrator...... 11
Other Matters................... 11
Reports to Stockholders......... 11

Alliance National
Municipal Income Fund, Inc.

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[LOGO]
ALLIANCEBERNSTEIN
Investments

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NOTICE OF
SPECIAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT

January 3, 2007

Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas. [X]
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Special Meeting Proxy Card
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.
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A. Proposal - The Board of Directors recommends a vote FOR Proposal 1.

For Against Abstain
1. Issuance of shares of the Fund's [_] [_] [_]
common stock in connection with the
proposed acquisition of all the
assets and assumption of all the
liabilities of ACM Municipal
Securities Income Fund, Inc. by the
Fund.

To vote and otherwise represent the
undersigned on any other matter
that may properly come before the
meeting, any postponement or
adjournment thereof, including any
matter incidental to the conduct of
the Meeting, in the discretion of
the proxy holder(s).

B. Non-Voting Items

Change of Address - Please print new address below Meeting Attendance [_]
Mark box to the
right if you plan
--------------------------------------------------- to attend the
Annual Meeting.

C. Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below

Please sign legibly and exactly as the name appears on this proxy card. Joint
owners must EACH sign the proxy card. When signing as executer, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.

Signature 1 - Signature 2 -
Date (mm/dd/yyyy) - Please keep signature Please keep signature
Please print date below. within the box. within the box.
------------------------- ------------------------- ------------------------
| / / | | | | |
------------------------- ------------------------- ------------------------

Alliance National Municipal Income Fund, Inc.

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Proxy - ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC
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PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS TO
BE HELD FEBRUARY 22, 2007

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND

The undersigned hereby appoints Christina Morse and Carol Rappa, or either of
them, as proxies for the undersigned, each with the full power of substitution,
to attend the Meeting of Stockholders (the "Meeting") of Alliance National
Municipal Income Fund, Inc. (the "Fund"), to be held at 11:00 a.m., Eastern
Time, on Thursday, February 22, 2007 at the offices of the Fund at 1345 Avenue
of the Americas, 41st Floor, New York, New York 10105, and at any postponement
or adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Meeting and otherwise to represent the
undersigned at the Meeting with all powers possessed by the undersigned if
personally present at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of Meeting and accompanying Prospectus/Proxy Statement, revokes
any proxy previously given with respect to the Meeting and instructs said
proxies to vote said shares as indicated on the reverse side of this proxy card.

IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR THE PROPOSAL, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN THE
PROSPECTUS/PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SK 00250 0209 734805