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 Material Pursuant to Section 240.14a-11(c) or Section
      240.14a-12

                 Alliance World Dollar Government Fund II, Inc.
-------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


-------------------------------------------------------------------------------
                   (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 Rule
      14a6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------------
     (2)  Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------------
     (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):
-----------------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------------
     (5)  Total fee paid:
-----------------------------------------------------------------------------

/ /   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.

          (1)  Amount Previously Paid:

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

          (3)  Filing Party:

          (4)  Date Filed:




[LOGO]
AllianceBernstein(SM)
Investment Research and Management

                                                           ACM INCOME FUND, INC.
                                           ACM GOVERNMENT OPPORTUNITY FUND, INC.
                                                   ACM MANAGED INCOME FUND, INC.
                                      ACM MUNICIPAL SECURITIES INCOME FUND, INC.
                                            ACM MANAGED DOLLAR INCOME FUND, INC.
                                     ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
                                  ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
                                        ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
                                 ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                                   ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
                                   ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.

--------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------

                 NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
                                 March 24, 2005

To the Stockholders of ACM Income Fund, Inc. ("ACM I"), ACM Government
Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc. ("ACM V"), ACM
Municipal Securities Income Fund, Inc. ("ACM VII"), ACM Managed Dollar Income
Fund, Inc. ("ACM VIII"), Alliance World Dollar Government Fund, Inc. ("AWDGF"),
Alliance World Dollar Government Fund II, Inc. ("AWDGF II"), Alliance All-Market
Advantage Fund, Inc. ("AMA"), Alliance California Municipal Income Fund, Inc.
("ACMIF"), Alliance National Municipal Income Fund, Inc. ("ANMIF") and Alliance
New York Municipal Income Fund, Inc. ("ANYMIF"):

      Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II, AMA,
ACMIF, ANMIF and ANYMIF, each of which is a Maryland corporation (individually,
a "Fund" and collectively, the "Funds"), will be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
March 24, 2005 at 11:00 a.m. Eastern Time, for the following purposes, all of
which are more fully described in the accompanying Proxy Statement dated
February 22, 2005:

      1. To elect four Directors of each Fund, each such Director to hold office
for a term of either two or three years, as provided herein, and until his
successor is duly elected and qualifies; and



      2. To transact such other business as may properly come before the
Meeting.

      The Board of Directors of each Fund has fixed the close of business on
January 21, 2005 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting or any postponement or
adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Directors of each Fund.

                                      By Order of the Boards of Directors,


                                      Mark R. Manley

                                      Secretary

New York, New York
February 22, 2005


--------------------------------------------------------------------------------
                             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 mark and mail your proxy promptly in order to save the
Funds any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
--------------------------------------------------------------------------------

(SM) This is a service mark used under license from the owner.



                                 PROXY STATEMENT

                              ACM INCOME FUND, INC.
                      ACM GOVERNMENT OPPORTUNITY FUND, INC.
                          ACM MANAGED INCOME FUND, INC.
                   ACM MUNICIPAL SECURITIES INCOME FUND, INC.
                      ACM MANAGED DOLLAR INCOME FUND, INC.
                   ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
                    ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
                 ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                  ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
                  ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.

                           1345 Avenue of the Americas
                            New York, New York 10105

                            -------------------------
                      JOINT ANNUAL MEETING OF STOCKHOLDERS

                                 March 24, 2005
                            -------------------------

                                  INTRODUCTION

      This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Income Fund, Inc.
("ACM I"), ACM Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed Income
Fund, Inc. ("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM VII"),
ACM Managed Dollar Income Fund, Inc. ("ACM VIII"), Alliance World Dollar
Government Fund, Inc. ("AWDGF"), Alliance World Dollar Government Fund II, Inc.
("AWDGF II"), Alliance All-Market Advantage Fund, Inc. ("AMA"), Alliance
California Municipal Income Fund, Inc. ("ACMIF"), Alliance National Municipal
Income Fund, Inc. ("ANMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"), each of which is a Maryland corporation (individually, a "Fund" and
collectively, the "Funds"), to be voted at a Joint Annual Meeting of
Stockholders of the Funds (the "Meeting"), to be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
March 24, 2005 at 11:00 a.m. Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about February
22, 2005.

      The Board of Directors of each Fund has fixed the close of business on
January 21, 2005 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and any postponement or
adjournment thereof. The outstanding voting shares of the Funds as of January
21, 2005 consisted of 228,402,531 shares of common stock of ACM I, 12,903,932
shares of common stock of ACM IV, 25,300,262 shares of 


                                       1


common stock and 900 shares of Remarketed Preferred Stock, Series A of ACM V,
11,145,261 shares of common stock and 1,200 shares of each of Municipal Income
Preferred Shares, Series A, Series B and Series C of ACM VII, 22,707,703 shares
of common stock of ACM VIII, 8,897,498 shares of common stock of AWDGF,
67,648,715 shares of common stock of AWDGF II, 3,670,019 shares of common stock
of AMA, 8,519,002 shares of common stock and 1,620 shares of each of Auction
Preferred Shares, Series M and Series T of ACMIF, 20,471,667 shares of common
stock and 1,950 shares of each of Auction Preferred Shares, Series M, Series T,
Series W and Series Th of ANMIF and 4,826,667 shares of common stock and 900
shares of each of Auction Preferred Shares, Series M and Series T of ANYMIF,
each share being entitled to one vote.

      At the Meeting, the holders of the preferred stock of ACM V and the
holders of each series of preferred stock of ACM VII, ACMIF, ANMIF and ANYMIF
will have equal voting rights with the holders of the common stock of ACM V, ACM
VII, ACMIF, ANMIF and ANYMIF (i.e., one vote per share), respectively, and will
vote together with the holders of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF common
stock, respectively, as a single class on proposals that may be properly
presented at the Meeting applicable to their respective Funds as described
below. While the holders of the preferred stock of each of these Funds, voting
separately as a class, have the right to elect two Directors of their Fund,
however, only Dr. Hester, a preferred stock Director for these Funds, is
standing for re-election at the Meeting. Ms. Block, the other preferred stock
Director for these Funds, is not standing for re-election at the Meeting because
her term does not expire until 2006.

      All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies from the holders of the common stock and, if applicable, preferred
stock, will be voted for the election of four Directors of each Fund. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of
the Americas, New York, New York 10105, by signing and delivering to the
Secretary another proxy of a later date or by voting in person at the Meeting.

      Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention"). The shares
represented by abstentions will be considered present for purposes of
determining the existence of a quorum for the transaction of business. However,
with respect to Proposal One, which is a matter to be determined by a plurality
of the votes cast, abstentions, not being votes cast, will not have any effect
on the election of Directors. If any proposal, other than Proposal One, 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 Meeting is scheduled as a joint meeting of the stockholders of the
Funds because the stockholders of all the Funds are to consider and vote on the
election 


                                       2


of Directors. Stockholders of each Fund will vote separately on the election of
Directors for that Fund and on any other matter that may properly come before
the meeting for a Fund. An unfavorable vote by the stockholders of one Fund will
not affect the vote on the election of Directors or any other matter by the
stockholders of another Fund.

      A quorum for each Fund for the Meeting will consist of the presence in
person or by proxy of the holders of a majority of the total outstanding shares
of common stock, and preferred stock, if any, of the particular Fund. In the
event that a quorum is not present at the Meeting for a Fund or, even if a
quorum is so present, in the event that sufficient votes in favor of the
positions recommended by the Board of Directors on the proposal described in the
Proxy Statement with respect to a Fund are not timely received, the persons
named as proxies may propose and vote for one or more adjournments of the
Meeting with respect to that Fund, with no other notice than announcement at the
Meeting, in order to permit further solicitation of proxies. Shares represented
by proxies indicating a vote contrary to the position recommended by the Board
of Directors on any proposal as to which the Meeting is proposed to be adjourned
will be voted against adjournment of the Meeting.

      Each Fund has engaged King Mutual Fund Services ("DF King"), 48 Wall
Street, New York, New York 10005, to assist in soliciting proxies for the
Meeting. DF King will receive a total fee of $9,900 for its services, to be paid
by the Funds as follows: ACM I--$900, ACM IV--$900, ACM V--$900, ACM VII--$900,
ACM VIII--$900, AWDGF--$900, AWDGF II--$900, AMA--$900, ACMIF--$900, ANMIF--$900
and ANYMIF--$900, plus reimbursement of out-of-pocket expenses.


                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

      At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and, in each case, until his successor is elected and
qualifies. In addition, for each Fund, one Director will be elected to serve for
a term of two years. The affirmative vote of a plurality of the votes cast by
the stockholders of a Fund is required to elect a Director. It is the intention
of the persons named in the enclosed proxy to nominate and vote in favor of the
election of the three or four individuals, as the case may be, as described
below.

      Pursuant to the Funds' respective Charters and Bylaws, the Board of
Directors of each Fund has been divided into three classes. With respect to all
of the Funds, the terms of Class Two Directors will expire as of the Meeting,
the terms of Class Three Directors will expire as of the annual meeting of
stockholders to be held in 2006 and the terms of Class One Directors will expire
as of the annual meeting of stockholders to be held in 2007. Upon expiration of
the terms of the Directors of each class as set forth above, the terms of their
successors in that class will continue until the end of their terms and until
their successors are duly elected and qualify.


                                       3


      Under this classified Board structure, only those Directors in a single
class may be elected at the annual meeting of stockholders. It would require two
years of annual meeting elections to change a majority of the Board of Directors
of a Fund, although Maryland law provides that stockholders may remove Directors
under certain circumstances even if they are not then standing for re-election
and, under regulations of the Securities and Exchange Commission (the
"Commission"), appropriate stockholder proposals may be included in the Funds'
annual proxy statements. This classified Board structure, which may be regarded
as an "anti-takeover" provision, may make it more difficult for a Fund's
stockholders to change the majority of Directors of the Fund and, thus, have the
effect of maintaining the continuity of management.

      On December 31, 2004, Donald J. Robinson resigned as Director of each of
the Funds. The Board of Directors of each Fund elected Michael J. Downey as
Director of each of the Funds to fill the vacancy created by Mr. Robinson's
resignation.

      At the Meeting, three Directors, David H. Dievler, William H. Foulk, Jr.
and James M. Hester are standing for re-election in Class Two of ACM I, ACM IV,
ACM V, ACM VII, ACMIF, ANMIF and ANYMIF, and three Directors, John H. Dobkin,
William H. Foulk, Jr. and James M. Hester are standing for re-election in Class
Two of ACM VIII, AWDGF, AWDGF II and AMA. In addition, Mr. Downey is standing
for election in Class One of each Fund. Each nominee has consented to serve as a
Director. The Boards of Directors know of no reason why any of the nominees for
the Boards of Directors will be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for such substitute
nominees as the Boards of Directors may recommend.


                                       4


      Certain information concerning the Funds' Directors is set forth below.



                                                                                          Number of
                                                                                        Portfolios in
                                                                                          Alliance-
                                                                                          Bernstein
                             Year                              Principal                     Fund             Other
                            Term as                          Occupation(s)                  Complex        Directorships
      Name, Address       a Director      Years of               During                   Overseen by        Held by
    and Date of Birth     Will Expire     Service*            Past 5 Years                  Director         Director
  ---------------------   -----------   ------------    ------------------------     -------------------   -------------
                                                                                                
INTERESTED DIRECTOR**

Marc O. Mayer,            Class Three   Each Fund: 1    Executive Vice President              66               None
1345 Avenue of              (2006)      and 4 months    of Alliance Capital
  the Americas,                                         Management Corporation,
New York, NY 10105                                      the general partner of the
10/2/57                                                 Adviser ("ACMC"), since
                                                        2001; prior thereto, Chief
                                                        Executive Officer of
                                                        Sanford C. Bernstein &
                                                        Co., LLC and its
                                                        predecessor since prior
                                                        to 2000.

DISINTERESTED DIRECTORS

Chairman of the Board

William H. Foulk, Jr.,#,   Class Two    AWDGF: 13       Investment adviser and               113               None
2 Sound View Drive         (2008##)     ACM VIII,       independent consultant. He
Suite 100                               AWDGF II: 12    was formerly Senior
Greenwich, CT                           AMA: 11         Manager of Barrett
06830                                   ACM I, IV, V,   Associates, Inc., a
9/7/32                                  VII: 7          registered investment
                                        ACMIF,          adviser, with which he had
                                        ANMIF and       been associated since prior
                                        ANYMIF: 3       to 2000. He was formerly
                                                        Deputy Comptroller and 
                                                        Chief Investment Officer 
                                                        of the State of New York 
                                                        and, prior thereto, Chief 
                                                        Investment Officer of the 
                                                        New York Bank for Savings.


--------------------------------------------------------------------------------
*     "Years of Service" refers to the total number of years served as a
      Director.
**    Mr. Mayer is an "interested person", as defined in Section 2(a)(19) of the
      Investment Company Act of 1940, as amended (the "Act"), of each Fund due
      to his position as Executive Vice President of ACMC.
#     Member of the Audit Committee and the Governance and Nominating Committee
      of each Fund.
##    If elected or re-elected, as the case may be, at the Meeting.

                                       5




                                                                                          Number of
                                                                                        Portfolios in
                                                                                          Alliance-
                                                                                          Bernstein
                             Year                              Principal                     Fund             Other
                            Term as                          Occupation(s)                  Complex        Directorships
      Name, Address       a Director      Years of               During                   Overseen by        Held by
    and Date of Birth     Will Expire     Service*            Past 5 Years                  Director         Director
  ---------------------   -----------   ------------    ------------------------     -------------------   -------------
                                                                                                
Ruth Block,#,+           Class Three    ACM I: 18       Formerly Executive Vice               94               None
500 SE Mizner Blvd.,        (2006)      ACM IV,         President and Chief 
Boca Raton, FL 33432                    V: 17           Insurance Officer of The
11/7/30                                 AWDGF: 13       Equitable Life Assurance
                                        ACM VIII,       Society of The United
                                        AWDGF II: 12    States; Chairman and Chief
                                        ACM VII,        Executive Officer of Evlico;
                                        AMA: 11         Director of Avon, BP (oil
                                        ACMIF,          and gas), Ecolab, Incorpor-
                                        ANMIF and       ated (specialty chemicals),
                                        ANYMIF: 3       Tandem Financial Group
                                                        and Donaldson, Lufkin &
                                                        Jenrette Securities 
                                                        Corporation; former 
                                                        Governor at Large, National
                                                        Association of Securities 
                                                        Dealers, Inc.

David H. Dievler,#,        Class One    ACM I: 18       Independent consultant.               98               None
P.O. Box 167,             (ACM VIII,    ACM IV, V: 17   Until December 1994 he
Spring Lake, NJ             AWDGF,      AWDGF: 13       was Senior Vice President
07762                      AWDGF II     ACM VIII,       of ACMC responsible for
10/23/29                    and AMA     AWDGF II: 12    mutual fund administration.
                             2007)      ACM VII,        Prior to joining ACMC in
                                        AMA:11          1984, he was Chief Finan-
                           Class Two    ACMIF,          cial Officer of Eberstadt
                          (ACM I, IV,   ANMIF and       Asset Management since
                          V and VII,    ANYMIF: 3       1968. Prior to that, he was
                            ACMIF,                      a Senior Manager at Price
                           ANMIF and                    Waterhouse & Co. Member
                            ANYMIF                      of the American Institute 
                            2008##)                     of Certified Public
                                                        Accountants since 1953.


--------------------------------------------------------------------------------
*     "Years of Service" refers to the total number of years served as a
      Director.
+     Ms. Block was an "interested person", as defined in the 1940 Act, until
      October 21, 2004 by reason of her ownership of 116 American Depositary
      Shares of AXA having a value of approximately $2,396 at that date. AXA is
      a controlling person of ACMC. Ms. Block received shares of The Equitable
      Companies Incorporated as part of the demutualization of the Equitable
      Life Assurance Society of the United States, which were subsequently
      converted through a corporate action into 116 American Depositary Shares
      of AXA.
#     Member of the Audit Committee and the Governance and Nominating Committee
      of each Fund.
##    If elected or re-elected, as the case may be, at the Meeting.


                                       6




                                                                                          Number of
                                                                                        Portfolios in
                                                                                          Alliance-
                                                                                          Bernstein
                             Year                              Principal                     Fund             Other
                            Term as                          Occupation(s)                  Complex        Directorships
      Name, Address       a Director      Years of               During                   Overseen by        Held by
    and Date of Birth     Will Expire     Service*            Past 5 Years                  Director         Director
  ---------------------   -----------   ------------    ------------------------     -------------------   -------------
                                                                                            
John H. Dobkin,#,          Class One    ACM I: 18       Consultant. Formerly                  96               None
P.O. Box 12,              (ACM I, ACM   AWDGF: 13       President of Save Venice,
Annandale, NY              IV, V and    ACM VIII,       Inc. (preservation organi-
12504                     VII, ACMIF,   AWDGF: II: 12   zation) from 2001-2002,
2/19/42                   ANMIF and     AMA: 9          Senior Adviser from June
                            ANYMIF      ACM IV, V,      1999-June 2000 and
                             2007)      VII: 7          President of Historic Hudson
                                        ACMIF,          Valley (historic preserva-
                           Class Two    ANMIF and       tion) from December 1989 -
                          (ACM VIII,    ANYMIF: 3       May 1999.  Previously,
                            AWDGF,                      Director of the National
                           AWDGF II                     Academy of Design and
                           and AMA                      during 1988-1992, Director
                            2008##)                     and Chairman of the Audit
                                                        Committee of ACMC.

Michael J. Downey,#,      Class One     Each Fund: 3    Consultant since January              66           Asia Pacific
c/o Alliance Capital       (2007##)     months          2004.  Formerly managing                            Fund, Inc.,
  Management L.P.                                       partner of Lexington                                 and the
1345 Avenue of the                                      Capital, LLC (investment                            Merger Fund
  Americas                                              advisory firm) from 1997
New York, NY 10105                                      until December 2003.
1/26/44                                                 Prior thereto, Chairman and
                                                        CEO of Prudential Mutual
                                                        Fund Management (1987-
                                                        1993).

Dr. James M. Hester,#,    Class Two     ACM I: 18       Formerly, President of The            11               None
25 Cleveland Lane          (2008##)     ACM IV, V: 17   Harry Frank Guggenheim        
Princeton, NJ 08540                     AWDGF: 13       Foundation, New York
4/19/24                                 ACM VIII,       University and the New
                                        AWDGF II: 12    York Botanical Garden,
                                        ACM VII,        Rector of the United
                                        AMA: 9          Nations University and
                                        ACMIF,          Vice Chairman of the
                                        ANMIF and       Board of the Federal
                                        ANYMIF: 3       Reserve Bank of New York.

--------------------------------------------------------------------------------
*     "Years of Service" refers to the total number of years served as a
      Director.
#     Member of the Audit Committee and the Governance and Nominating Committee
      of each Fund.
##    If elected or re-elected, as the case may be, at the Meeting.


                                       7


      It is the policy of the Boards of Directors of all registered investment
companies to which the Adviser provides investment advisory services, including
the Funds (collectively, the "AllianceBernstein Fund Complex"), that each
Director will invest specified minimum amounts, and (in the case of most of the
Directors of the Funds) an overall total of at least $150,000, in shares of
investment companies in the AllianceBernstein Fund Complex.

      The dollar range of the Funds' securities owned by each Director and the
aggregate dollar range of securities owned in the AllianceBernstein Fund Complex
is set forth below.



                                     Dollar Range of Equity               Aggregate Dollar Range of Equity
                                       Securities in the                   Securities in the Funds in the
                                          Funds as of                   AllianceBernstein Fund Complex as of
                                        January 21, 2005                          January 21, 2005
                               -------------------------------------    ------------------------------------
                                                                              
Marc O. Mayer                  None                $0                               over $100,000

Ruth Block                     ACM I:              $10,001-$50,000                  over $100,000
                               ACM V:              $10,001-$50,000
                               ACM VIII:           $10,001-$50,000
                               AWDGF II:           $10,001-$50,000
                               AMA:                $10,001-$50,000

David H. Dievler               ACM I:              $10,001-$50,000                  over $100,000
                               ACM IV:             $1-$10,000
                               AWDGF II:           $10,001-$50,000

John H. Dobkin                 AWDGF II:           $1-$10,000                       over $100,000
                               AMA:                $10,001-$50,000

Michael J. Downey              ACM I               $1-$10,000                        $1-$10,000

William H. Foulk, Jr.          ACM I:              $10,001-$50,000                $50,001-$100,000
                               ACM IV:             $1-$10,000
                               ACM V:              $1-$10,000
                               ACM VII:            $1-$10,000
                               ACM VIII:           $1-$10,000
                               AWDGF:              $1-$10,000
                               AWDGF II:           $1-$10,000
                               AMA:                $10,001-$50,000

Dr. James M. Hester            ACM I:              $10,001-$50,000                  over $100,000
                               ACM IV:             $1-$10,000
                               ACM V:              $1-$10,000
                               AWDGF:              $1-$10,000
                               AWDGF II:           $50,001-$100,000
                               AMA:                $10,001-$50,000
                               ANYMIF:             Over $100,000


      As of January 21, 2005, the Directors and officers of each Fund as a group
owned less than 1% of the shares of any Fund. During each Fund's most recently
completed fiscal year, the Funds' Directors as a group did not engage in the
purchase or sale of more than 1% of any class of securities of the Adviser or of
any of its parents or subsidiaries.

      During its fiscal year ended in 2004, the Board of Directors of ACM I met
13 times; of ACM IV met 11 times; of ACM V, 10 times; of ACM VII, 10 times; of
ACM VIII, 9 times; of AWDGF, 10 times; of AWDGF II, 11 times; of AMA, 11 times;
of ACMIF, 10 times; of ANMIF, 10 times; and of ANYMIF, 10 times. The Funds do
not have a policy that requires a Director to attend annual meetings of
stockholders.


                                       8


      Each Fund's Board of Directors has two standing committees, an Audit
Committee and a Governance and Nominating Committee. The members of the Audit
and the Governance and Nominating Committees are identified above in the table
listing Directors of the Funds. The Audit Committee of each Fund is established
in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934
(the "Exchange Act") and meets during the fiscal year for the purposes set forth
in the Audit Committee Charter. The members of the Audit Committee are
"independent" as required by applicable listing standards of the New York Stock
Exchange. The Audit Committee of each of the Funds met 3 times during its Fund's
most recently completed fiscal year. The Governance and Nominating Committee of
each of the Funds met 3 times during the Fund's most recently completed fiscal
year.

      Each Fund's Board of Directors has adopted a charter for its Governance
and Nominating Committee, a copy of which may be found on the Adviser's website,
http://www.alliancebernstein.com (click on Investment Solutions/Mutual Funds/
Closed-End). Pursuant to the charter, the Governance and Nominating Committee
assists the Board of Directors in carrying out its responsibilities with respect
to governance of the Fund and identifies, evaluates and selects and nominates,
or recommends to the Board of Directors, candidates for the Board. It also may
set standards or qualifications for Directors. The Governance and Nominating
Committee may consider candidates as Directors submitted by current Directors,
the Fund's investment adviser, Fund stockholders and other appropriate sources.

      The Governance and Nominating Committee will consider candidates submitted
by a stockholder or group of stockholders who have owned at least 5% of the
Fund's outstanding common stock for at least two years at the time of submission
and who timely provide specified information about the candidates and the
nominating stockholder or group. To be timely for consideration by the
Governance and Nominating Committee, the submission, including all required
information, must be submitted in writing to the attention of the Secretary at
the principal executive offices of the Fund not less than 120 days before the
date of the proxy statement for the previous year's annual meeting of
stockholders. The Governance and Nominating Committee will consider only one
candidate submitted by such a stockholder or group for nomination for election
at an annual meeting of stockholders. The Governance and Nominating Committee
will not consider self-nominated candidates.

      The Governance and Nominating Committee will consider and evaluate
candidates submitted by stockholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Fund and the candidate's ability to qualify as a disinterested Director.

      Each Board of Directors has adopted a process for stockholders to send
communications to the Board. To communicate with the Board of Directors or an
individual Director of a Fund, a stockholder must send a written communication
to 


                                       9


that Fund's principal office at the address listed in the Notice of Joint
Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to
the Board of Directors of that Fund or the individual Director. All stockholder
communications received in accordance with this process will be forwarded to the
Board of Directors or the individual Director.

      None of the Funds pays any fees to, or reimburses expenses of, any
Director during a time when the Director is considered an "interested person" of
the Fund. The aggregate compensation paid by the Funds to the Directors during
the Funds' respective fiscal years ended in 2004, the aggregate compensation
paid to the Directors during calendar year 2004 by all of the investment
companies in the AllianceBernstein Fund Complex, and the total number of
investment companies in the AllianceBernstein Fund Complex as to which the
Directors are a director or trustee and the number of investment portfolios as
to which the Directors are directors or trustees, are set forth below. Neither
the Funds nor any other investment company in the AllianceBernstein Fund Complex
provides compensation in the form of pension or retirement benefits to any of
its directors or trustees.



                                                                        Number of              Number of
                                                                       Investment             Investment
                                                                    Companies in the     Portfolios within the
                                               Compensation         AllianceBernstein      AllianceBernstein
                                                 from the             Fund Complex,          Fund Complex,
                       Compensation from     AllianceBernstein        including the          including the
                       the Funds during        Fund Complex,       Funds, as to which     Funds, as to which
                      their Fiscal Years       including the        the Director is a      the Director is a
Name of Director         ended in 2004      Funds, during 2004     Director or Trustee    Director or Trustee
----------------      ------------------    ------------------     -------------------    --------------------
                                                                                      
Marc O. Mayer           $0                       $0                        38                     66

Ruth Block              $4,335 ACM I             $223,200                  41                     94
                        $3,680 ACM IV
                        $3,696 ACM V
                        $3,762 ACM VII
                        $3,019 ACM VIII
                        $3,761 AWDGF
                        $4,654 AWDGF II
                        $3,019 AMA
                        $3,761 ACMIF
                        $3,761 ANMIF
                        $3,761 ANYMIF

David H. Dievler        $4,332 ACM I             $268,250                  45                     98
                        $3,665 ACM IV
                        $3,680 ACM V
                        $3,991 ACM VII
                        $2,998 ACM VIII
                        $3,740 AWDGF
                        $4,637 AWDGF II
                        $2,998 AMA
                        $3,740 ACMIF
                        $3,990 ANMIF
                        $3,740 ANYMIF



                                       10




                                                                        Number of              Number of
                                                                       Investment             Investment
                                                                    Companies in the     Portfolios within the
                                               Compensation         AllianceBernstein      AllianceBernstein
                                                 from the             Fund Complex,          Fund Complex,
                       Compensation from     AllianceBernstein        including the          including the
                       the Funds during        Fund Complex,       Funds, as to which     Funds, as to which
                      their Fiscal Years       including the        the Director is a      the Director is a
Name of Director         ended in 2004      Funds, during 2004     Director or Trustee    Director or Trustee
----------------      ------------------    ------------------     -------------------    --------------------
                                                                                      
John H. Dobkin          $4,533 ACM I             $252,900                  43                     96
                        $3,670 ACM IV
                        $3,685 ACM V
                        $3,749 ACM VII
                        $3,006 ACM VIII
                        $3,748 AWDGF
                        $4,649 AWDGF II
                        $3,006 AMA
                        $3,748 ACMIF
                        $3,748 ANMIF
                        $3,748 ANYMIF

Michael J. Downey       $0     ACM I             $0                        38                     66
                        $0     ACM IV
                        $0     ACM V
                        $0     ACM VII
                        $0     ACM VIII
                        $0     AWDGF
                        $0     AWDGF II
                        $0     AMA
                        $0     ACMIF
                        $0     ANMIF
                        $0     ANYMIF

William H. Foulk, Jr.   $6,964 ACM I             $465,250                  49                     113
                        $4,969 ACM IV
                        $4,983 ACM V
                        $5,332 ACM VII
                        $4,301 ACM VIII
                        $5,332 AWDGF
                        $4,920 AWDGF II
                        $4,301 AMA
                        $5,332 ACMIF
                        $5,332 ANMIF
                        $5,332 ANYMIF

Dr. James M. Hester     $10,209 ACM I            $112,300                  11                     11
                        $8,604 ACM IV
                        $8,650 ACM V
                        $9,105 ACM VII
                        $7,400 ACM VIII
                        $9,104 AWDGF
                        $9,667 AWDGF II
                        $7,401 AMA
                        $9,105 ACMIF
                        $9,106 ANMIF
                        $9,105 ANYMIF


      The Board of Directors of each Fund unanimously recommends that the
stockholders of each Fund vote FOR the election or re-election, as the case may
be, of each Fund's foregoing nominees as fully described in this Proxy
Statement, to serve as a Director of the applicable Fund.


                                       11


Other Information

Officers of the Funds
---------------------

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



                                              Position(s) (Month and                       Principal Occupation
Name, Address and Date of Birth*                Year First Elected)                       during the past 5 years
--------------------------------        ----------------------------------------    -----------------------------------
                                                                              
Marc O. Mayer                           President and Chief Executive               See biography on page 5.
10/2/57                                 Officer, all Funds (11/03)

Philip L. Kirstein                      Senior Vice President and                   Senior Vice President and Independent
5/29/45                                 Independent Compliance Officer,             Compliance Officer  --  Mutual Funds of
                                        all Funds (10/04)                           ACMC** 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 and
                                                                                    First Vice President of Merrill Lynch
                                                                                    Investment Managers, L.P. since prior to
                                                                                    2000 until March 2003.

Robert (Guy) B. Davidson III            Senior Vice President,                      Senior Vice President of ACMC,** with
4/8/61                                  ACMIF (11/01)                               which he has been associated since prior
                                        ANMIF (11/01)                               to 2000.
                                        ANYMIF (11/01)
                                        ACM VII (4/02)

Andrew M. Aran                          Vice President,                             Senior Vice President of ACMC,** with
4/27/57                                 ACMI (8/02)                                 which he has been associated since prior
                                                                                    to 2000.

Thomas J. Bardong                       Vice President,                             Senior Vice President of ACMC,** with
4/28/45                                 AMA (4/95)                                  which he has been associated since prior
                                                                                    to 2000.

Matthew D. W. Bloom                     Vice President,                             Senior Vice President of ACMC,** with
7/15/56                                 ACM V (4/01)                                which he has been associated since prior
                                                                                    to 2000.

Paul J. DeNoon                          Vice President,                             Senior Vice President of ACMC,** with
4/18/62                                 ACM I (3/93)                                which he has been associated since prior
                                        ACM IV (9/94)                               to 2000.
                                        ACM V (10/00)
                                        ACM VIII (10/00)
                                        AWDGF (12/92)
                                        AWDGF II (4/94)

David M. Dowden                         Vice President,                             Senior Vice President of ACMC,** with
11/21/65                                ACM VII (4/95)                              which he has been associated since 2000.
                                        ACMIF (12/01)
                                        ANMIF (12/01)
                                        ANYMIF (12/01)

Terrance T. Hults                       Vice President,                             Senior Vice President of ACMC,** with
5/17/66                                 ACM VII (12/95)                             which he has been associated since prior
                                        ACMIF (12/01)                               to 2000.
                                        ANMIF (12/01)
                                        ANYMIF (12/01)



                                       12




                                              Position(s) (Month and                       Principal Occupation
Name, Address and Date of Birth*                Year First Elected)                       during the past 5 years
--------------------------------        ----------------------------------------    -----------------------------------
                                                                              
Thomas Kamp                             Vice President,                             Senior Vice President of ACMC,** with 
8/11/61                                 AMA (4/03)                                  which he has been associated since prior 
                                                                                    to 2000.

James E. Kennedy, Jr.                   Vice President,                             Senior Vice President of ACMC,** with
5/24/60                                 ACM V (10/03)                               which he has been associated since prior
                                        ACM VIII (11/03)                            to 2000.

John A. Koltes                          Vice President,                             Senior Vice President of ACMC,** with
6/16/42                                 AMA (9/94)                                  which he has been associated since prior
                                                                                    to 2000.

Michael L. Mon                          Vice President,                             Vice President of ACMC,** with which he
3/2/69                                  ACM I (4/00)                                has been associated since prior to 2000.
                                        ACM IV (7/99)

Daniel Nordby                           Vice President,                             Senior Vice President of ACMC,** with 
4/27/44                                 AMA (4/99)                                  which he has been associated since prior 
                                                                                    to 2000.

William E. Oliver                       Vice President,                             Senior Vice President of ACMC,** with 
9/21/49                                 ACM VII (6/93)                              which he has been associated since prior 
                                                                                    to 2000.

Douglas J. Peebles                      Vice President,                             Executive Vice President of ACMC,**
8/10/65                                 ACM I (8/02)                                with which he has been associated since
                                        ACM IV (8/02)                               prior to 2000.

Michael J. Reilly                       Vice President,                             Senior Vice President of ACMC,** with
6/3/64                                  AMA (9/94)                                  which he has been associated since prior 
                                                                                    to 2000.

Michael A. Snyder                       Vice President,                             Senior Vice President of ACMC** since
4/18/62                                 ACM I (8/02)                                May 2001. Previously, he was a Managing 
                                                                                    Director in the high yield asset group of 
                                                                                    Donaldson, Lufkin & Jenrette Corporation 
                                                                                    since prior to 2000.

Kewjin Yuoh                             Vice President,                             Vice President of ACMC** since March
3/11/71                                 ACM I (11/03)                               2003.  Previously, he was a Vice President 
                                                                                    of Credit Suisse Asset Management from 2000 
                                                                                    to 2002 and Brundage, Story & Rose since prior 
                                                                                    to 2000.

Mark D. Gersten                         Treasurer and                               Senior Vice President of Alliance Global
10/4/50                                 Chief Financial Officer,                    Investor Services, Inc. ("AGIS"),** and a
                                        ACM I (2/94)                                Vice President of AllianceBernstein 
                                        ACM IV (6/88)                               Investment Research and Management, Inc., 
                                        ACM V (7/88)                                with which he has been associated since prior
                                        ACM VII (2/93)                              to 2000.
                                        ACM VIII (9/93)
                                        AWDGF (3/93)
                                        AWDGF II (4/94)
                                        AMA (9/94)
                                        ACMIF (12/01)
                                        ANMIF (12/01)
                                        ANYMIF (12/01)

Vincent S. Noto                         Controller,                                 Vice President of AGIS,** with which he
12/14/64                                ACM I (4/01)                                has been associated since prior to 2000.
                                        ACM IV (4/96)
                                        ACM V (4/96)
                                        ACM VIII (4/96)
                                        AWDGF (4/96)
                                        AWDGF II (4/96)
                                        AMA (4/96)



                                       13




                                              Position(s) (Month and                       Principal Occupation
Name, Address and Date of Birth*                Year First Elected)                       during the past 5 years
--------------------------------        ----------------------------------------    -----------------------------------
                                                                              
Thomas R. Manley                        Controller,                                 Vice President of ACMC,** with which he
8/3/51                                  ACM VII (4/99)                              has been associated since prior to 2000.
                                        ACMIF (12/01)
                                        ANMIF (12/01)
                                        ANYMIF (12/01)

Mark R. Manley                          Secretary,                                  Senior Vice President, Deputy General
10/23/62                                all Funds (11/03)                           Counsel and Chief Compliance Officer of 
                                                                                    ACMC,** with which he has been associated 
                                                                                    since prior to 2000.

--------------------------------------------------------------------------------
*     The address for the Funds' officers is 1345 Avenue of the Americas, New
      York, New York 10105.
**    An affiliate of each of the Funds.

Audit Committee Report
----------------------

      The following Audit Committee Report was adopted by the Audit Committee of
each of the Funds.

      The Audit Committee operates pursuant to a written charter, a copy of
which may be found on the Adviser's website, http//www.alliancebernstein.com
(click on Investment Solutions/Mutual Funds/Closed-End). The purposes of the 
Audit Committee are to (1) assist the Board of Directors in its oversight of (i)
the integrity of the Funds' financial statements and the independent audit
thereof; (ii) the Funds' compliance with legal and regulatory requirements;
(iii) the independent registered public accounting firm's ("Accounting Firm")
independence, qualifications and performance; and (iv) the Funds' compliance
with applicable laws by receiving reports from counsel who believe they have
credible evidence of a material violation of law by the Funds or by someone
owing a fiduciary or other duty to the Funds; and (2) to prepare this report. As
set forth in the Audit Committee Charter, management of each of the Funds is
responsible for the preparation, presentation and integrity of the Funds'
financial statements, the Funds' accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
Accounting Firm of each of the Funds is responsible for auditing the Funds'
financial statements and expressing an opinion as to their conformity with U.S.
generally accepted accounting principles.

      In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent Accounting Firm of each of the Funds. The Audit Committee has
also discussed with the independent Accounting Firm the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as currently in effect. The Audit Committee has also considered
whether the provision of any non-audit services not pre-approved by the Audit
Committee provided by the Funds' independent Accounting Firm to the Adviser and
to any entity controlling, controlled by or under common control with the


                                       14


Adviser that provides ongoing services to the Funds is compatible with
maintaining the auditors' independence. Finally, the Audit Committee has
received the written disclosures and the letter from the independent Accounting
Firm required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as currently in effect, and has discussed
with the auditors the auditors' independence.

      The members of the Funds' Audit Committee are not full-time employees of
the Funds and are not performing the functions of auditors or accountants. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Members of the Audit
Committee necessarily rely on the information provided to them by management and
the independent auditors. Accordingly, the Audit Committee's considerations and
discussions referred to above do not assure that the audit of the Funds'
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with auditing standards of the Public Company Accounting Oversight Board (U.S.)
or that the Funds' auditors are in fact "independent".

      Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Audit Committee Charter, the Audit
Committee recommended to the Board of Directors of each of the Funds that the
audited financial statements of the Funds be included in the Funds' annual
report to stockholders for the most recent fiscal period.

      Submitted by the Audit Committee of the Funds' Board of Directors

Ruth Block                                          William H. Foulk, Jr.
David H. Dievler                                    Dr. James M. Hester
John H. Dobkin
Michael J. Downey


Independent Accounting Firms'
-----------------------------

      The Boards of Directors of each of the Funds at meetings held on December
14-16, 2004 (ACM I), June 15-17, 2004 (ACM IV, ACM V and ACM VIII), September
28-30, 2004 (ACM VII and AWDGF), March 16-18, 2004 (AWDGF II) and September
28-30, 2004 (ACMIF, ANMIF and ANYMIF), respectively, approved by the vote, cast
in person, of a majority of the Directors of each Fund, including a majority of
the Directors who are not "interested persons" of each Fund, Ernst & Young LLP,
independent Accounting Firm to audit the accounts of AWDGF II (for the fiscal
year ending March 31, 2005), ACM IV (July 31, 2005), ACM V (August 31, 2005),
ACM VIII (September 30, 2005), ACM VII (October 31, 2005), AWDGF (October 31,
2005), ACMIF (October 31, 2005), ANMIF (October 31, 2005), ANYMIF (October 31,
2005) and ACM I (December 31, 2005). The Board of Directors of AMA at a meeting
held on September 28-30, 2004 similarly approved by vote, cast in person, of a
majority of the Directors of 


                                       15


the Fund, including a majority of the Directors who are not "interested persons"
of the Fund, PricewaterhouseCoopers LLP, independent Accounting Firm, to audit
the accounts of AMA for its fiscal year ending September 30, 2005. In reliance
on Rule 32a-4 under the Act, the Funds are not seeking stockholder ratification
of the selection of their independent auditors.

      Ernst & Young LLP has audited the accounts of ACM I, ACM IV, ACM VII, ACM
VIII, AWDGF, AWDGF II, ACMIF, ANMIF and ANYMIF since the respective dates of
their commencements of each of the Fund's operations, and of ACM V since its
fiscal year ended August 31, 1990, and has represented that it does not have any
direct financial interest or any material indirect financial interest in any of
the Funds. PricewaterhouseCoopers LLP has audited the accounts of AMA since the
Fund's commencement of operations and has represented that it does not have any
direct financial interest or any material indirect financial interest in the
Fund. Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are
expected to attend the Meeting and to have the opportunity to make a statement
and respond to appropriate questions from the stockholders.


                                       16


Independent Accounting Firms' Fees
----------------------------------

      The following table sets forth the aggregate fees billed by the
independent Accounting Firm for each Fund's last two fiscal years for
professional services rendered for: (i) the audit of the Fund's annual financial
statements included in the Fund's annual reports to stockholders; (ii) assurance
and related services that are reasonably related to the performance of the audit
of the Fund's financial statements and are not reported under (i), which include
advice and education on accounting and auditing issues, quarterly press release
reviews and preferred stock maintenance testing (for those Funds that issue
preferred stock); (iii) tax compliance, tax advice and tax return preparation;
and (iv) aggregate non-audit services provided to the Fund, the Fund's Adviser
and entities that control, are controlled by or under common control with the
Adviser that provide ongoing services to the Fund ("Service Affiliates"), which
include conducting an annual internal control report pursuant to Statement on
Auditing Standards No. 70. No other services were provided to any Fund during
this period.



                                                                                                All Fees for
                                                                                                  Non-Audit
                                                                                                  Services
                                                                                  All Other       Provided
                                                                                   Fees for     to the Fund,
                                                        Audit                      Services      the Advisor
                                                       Related                    Provided to    and Service
                                       Audit Fees       Fees        Tax Fees         Fund        Affiliates*
                                       ----------      -------      ---------     -----------   ------------
                                                                                      
ACM Income Fund,               2003     $55,000        $12,500       $18,000          $0         $  929,765
   Inc.                        2004     $58,000        $10,030       $17,880          $0         $  985,628

ACM Government Opportunity     2003     $44,000        $11,360       $17,500          $0         $  719,375
   Fund, Inc.                  2004     $47,000        $ 9,544       $17,038          $0         $  867,438

ACM Managed Income             2003     $49,000        $26,371       $17,521          $0         $  882,657
   Fund, Inc.                  2004     $51,000        $22,535       $28,743          $0         $1,103,010

ACM Municipal Securities       2003     $44,000        $23,144       $13,100          $0         $  728,443
   Income Fund, Inc            2004     $47,000        $13,145       $21,213          $0         $1,136,090

ACM Managed Dollar Income      2003     $49,000        $ 9,750       $15,000          $0         $  837,015
   Fund, Inc.                  2004     $51,000        $ 9,785       $24,804          $0         $1,236,321

Alliance World Dollar          2003     $51,000        $12,000       $15,500          $0         $  939,765
   Government Fund, Inc.       2004     $54,000        $11,890       $24,003          $0         $1,137,625

Alliance World Dollar          2003     $51,000        $ 8,500       $11,600          $0         $  700,012
   Government Fund II, Inc.    2004     $51,000        $13,125       $18,900          $0         $  935,707

Alliance All-Market            2003     $41,000        $ 4,099       $24,610          $0         $  778,268
   Advantage Fund, Inc.        2004     $45,000        $ 2,514       $35,400          $0         $  767,982

Alliance California Municipal  2003     $44,000        $23,144       $13,446          $0         $  731,855
   Income Fund, Inc.           2004     $47,000        $13,145       $19,020          $0         $1,133,897

Alliance National Municipal    2003     $44,000        $23,144       $13,446          $0         $  731,855
   Income Fund, Inc.           2004     $47,000        $13,145       $19,020          $0         $1,133,897

Alliance New York Municipal    2003     $44,000        $23,144       $13,446          $0         $  731,855
   Income Fund, Inc.           2004     $47,000        $13,145       $19,020          $0         $1,133,897


--------------------------------------------------------------------------------
*     The fees vary because they are presented based on each Fund's last two
      fiscal years and reflect fees for non-audit services for different
      periods.


                                       17


      Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Funds' independent auditors. The Fund's Audit Committee policies and procedures
also require pre-approval of all audit and non-audit services provided to the
Adviser and Service Affiliates to the extent that these services are directly
related to the operations or financial reporting of the Fund. Accordingly, all
of the amounts in the table for Audit Fees, Audit-Related Fees and Tax Fees for
2004 are for services pre-approved by each Fund's Audit Committee. The amounts
of the Fees for Non-Audit Services provided to the Fund, the Adviser and Service
Affiliates in the table for each Fund that were subject to pre-approval by the
Audit Committee for 2004 were ACM I, $102,910 (comprising $85,030 of audit
related fees and $17,880 of tax fees); ACM IV, $276,582 (comprising $259,544 of
audit related fees and $17,038 of tax fees); ACM V, $301,278 (comprising
$272,535 of audit related fees and $28,743 of tax fees); ACM VII, $184,358
(comprising $163,145 of audit related fees and $21,213 of tax fees); ACM VIII,
$284,589 (comprising $259,785 of audit related fees and $24,804 of tax fees);
AWDGF, $185,893 (comprising $161,890 of audit related fees and $24,003 of tax
fees); AWDGF II, $394,025 (comprising $375,125 of audit related fees and $18,900
of tax fees); AMA, $37,914 (comprising $2,514 of audit related fees and $35,400
of tax fees); ACMIF, $182,165 (comprising $163,145 of audit related fees and
$19,020 of tax fees); ANMIF, $182,165 (comprising $163,145 of audit related fees
and $19,020 of tax fees); and ANYMIF, $182,165 (comprising $163,145 of audit
related fees and $19,020 of tax fees). The Audit Committee of the Funds has
considered whether the provision of any non-audit services not pre-approved by
the Audit Committee provided by the Funds' independent Accounting Firm to the
Adviser and Service Affiliates is compatible with maintaining the auditors'
independence.

                    INFORMATION AS TO THE INVESTMENT ADVISER
                       AND THE ADMINISTRATORS OF THE FUNDS

      Each Fund's investment adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105. The administrator for ACM IV,
ACM VII, AWDGF, AWDGF II, AMA, ACMIF, ANMIF and ANYMIF is the Adviser.
Prudential Investments Fund Management LLC, Gateway Center Three, Newark, New
Jersey 07102, serves as sub-administrator for ACM VII. The administrator for ACM
I, ACM V and ACM VIII is Princeton Administrators, L.P., 500 College Road East,
Princeton, New Jersey 08540.

                                  OTHER MATTERS

      Management of each 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.


                                       18


      As of February 3, 2005, Aon Corporation and Combined Insurance Company of
America, each with an address of 200 East Randolph Street, Chicago, Illinois
60601, were believed by management of ACM IV to beneficially own an aggregate of
3,627,236 shares, or approximately 28.14%, of the outstanding common stock of
ACM IV.

                      SUBMISSION OF PROPOSALS FOR THE NEXT
                         ANNUAL MEETING OF STOCKHOLDERS

      Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of a Fund must be received by the Fund by October 25,
2005 for inclusion in the Fund's proxy statement and proxy card relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with each Fund's Bylaws. In case of ACMIF, ANMIF and ANYMIF, to be
presented at the 2006 Annual Meeting of Stockholders, a stockholder proposal
that is not otherwise includable in the Proxy Statement for the 2006 Annual
Meeting must be delivered by a stockholder of record to the Fund no sooner than
October 25, 2005 and no later than November 24, 2005.

      The persons named as proxies for the 2006 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting unless the Fund, except ACMIF, ANMIF or ANYMIF, receives notice of the
matter by January 8, 2005 (or such earlier date as may be specified by an
advance notice provision, if any, in the Fund's Bylaws), and in the case of
ACMIF, ANMIF and ANYMIF, receives notice of the matter no sooner than October
25, 2005 and no later than November 24, 2005. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the Commission.


                                       19


                             REPORTS TO STOCKHOLDERS

      Each 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 AllianceBernstein Investment Research and
Management at (800) 227-4618 or contact Dennis Bowden at Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105.

                                        By Order of the Boards of Directors,


                                        Mark R. Manley

                                        Secretary

New York, New York
February 22, 2005


                                       20


TABLE OF CONTENTS                                                           Page

Introduction .............................................................    1
Proposal One: Election of Directors ......................................    3
Information as to the Investment
    Adviser and the Administrators
    of the Funds .........................................................   18
Other Matters ............................................................   18
Submission of Proposals for the
    Next Annual Meeting
    of Stockholders ......................................................   19
Reports to Stockholders ..................................................   20


                                                           ACM Income Fund, Inc.
                                           ACM Government Opportunity Fund, Inc.
                                                   ACM Managed Income Fund, Inc.
                                      ACM Municipal Securities Income Fund, Inc.
                                            ACM Managed Dollar Income Fund, Inc.
                                     Alliance World Dollar Government Fund, Inc.
                                  Alliance World Dollar Government Fund II, Inc.
                                        ALliance All-Market Advantage Fund, Inc.
                                 Alliance California Municipal Income Fund, Inc.
                                   Alliance National Municipal Income Fund, Inc.
                                   Alliance New York Municipal Income Fund, Inc.

================================================================================


[LOGO]
AllianceBernstein(SM)
Investment Research and Management


================================================================================

NOTICE OF
JOINT ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT

March 24, 2005


                                                              00250.0029 #541143




PROXY                                                                      PROXY

                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.

                 PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
                    STOCKHOLDERS TO BE HELD ON MARCH 24, 2005

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

          The undersigned stockholder of Alliance World Dollar Government Fund
II, Inc., a Maryland corporation (the "Corporation"), hereby appoints Carol H.
Rappa and Christina A. Morse, or either of them, as proxies for the undersigned,
with full power of substitution in each of them, to attend the Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") to be held at 11:00 a.m.,
Eastern Time, on March 24, 2005 at the offices of the Corporation, 1345 Avenue
of the Americas, 33rd Floor, New York, New York 10105, and any postponement or
adjournment thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at the Annual Meeting and otherwise to represent
the undersigned with all powers possessed by the undersigned if personally
present at such Annual Meeting. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the Annual Meeting.

          The Board of Directors knows of no reason why any of the nominees for
the Board of Directors would be unable to serve, but in the event any nominee is
unable to serve or for good cause will not serve, the proxies received
indicating a vote in favor of such nominee will be voted for a substitute
nominee as the Board of Directors may recommend.

          IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES REFERRED
TO IN PROPOSAL ONE AS DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDER(S) ON
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.

                     Please refer to the Proxy Statement for
                          a discussion of the Proposal.

              PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF
     AND RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.

NOTE: Please sign this proxy exactly as your name(s) appear(s) on the books of
the Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED?                   DO YOU HAVE ANY COMMENTS?


-------------------------                   -------------------------

-------------------------                   -------------------------

-------------------------                   -------------------------




                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.

       Your Board of Directors
       urges you to vote "FOR" the
       election of all Nominees.

                                           Please mark votes as in this
                                           example: /X/
                                           WITHHOLD     FOR ALL
1.    Election of Directors     FOR ALL    FROM ALL     EXCEPT AS
                                NOMINEES   NOMINEES     NOTED BELOW
                                /  /       /  /         /  /

      Class One Nominee
      (term expires 2007):

      Michael J. Downey                                 /  /

      Class Three Nominee
      (terms expire 2008):

      John H. Dobkin                                    /  /
      William H. Foulk, Jr.                             /  /
      James M. Hester                                   /  /



2.    To vote and otherwise represent the undersigned on any other matters
      that may properly come before the Annual Meeting or any postponement or
      adjournment thereof, in the discretion of the proxy holder(s).


                                           Mark here for address change and note
                                           at left                           / /

                                           Please be sure to sign, date and
                                           return this Proxy promptly. You
                                           may use the enclosed envelope.


                                           -------------------------------------
                                            (Signature of Stockholder)



                                           ------------------------------------
                                            (Signature of joint owner, if any)


                                            Date __________, 2005

00250.0209 #549563