ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.


                                     [LOGO]
                             AllianceBernstein L.P.


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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
October 3, 2006





                                TABLE OF CONTENTS

                                                                           Page

Introduction
Proposal - Approval of Elimination of the Fundamental Policy
           Regarding 65% Limitation in Certain Investments....................
Proxy Voting and Stockholder Meeting..........................................
Other Information.............................................................
        Officers of the Fund..................................................
        Stock Ownership.......................................................
Information as to the Investment Adviser of the Fund..........................
Submission of Proposals for Next Meeting of Stockholders......................
Other Matters
Reports to Stockholders.......................................................



                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.

                           1345 Avenue of the Americas
                            New York, New York 10105

                                                    October 3, 2006

Dear Stockholders:

The Board of Directors (the  "Directors")  of Alliance  World Dollar  Government
Fund II,  Inc.  (the  "Fund") is  pleased to invite you to a Special  Meeting of
Stockholders  of the Fund (the  "Meeting")  to be held on Tuesday,  December 12,
2006.  At this  Meeting,  we are asking that you approve a proposal to eliminate
one of the Fund's  fundamental  investment  policies  requiring  it to invest at
least 65% of its assets in U.S.  Dollar-denominated  sovereign debt obligations.
This policy limits the Fund's  flexibility  to pursue its  investment  objective
through revised  policies  recently  approved by the Board of Directors that are
designed  to result in broader  access to  investments  in global  fixed  income
securities.  The  proposal is  described  in more detail in the  attached  Proxy
Statement.

We anticipate that the proposed elimination of the Fund's fundamental investment
policy along with the broader  investment  guidelines  approved by the Directors
will  result  in  benefits  to the  stockholders  of the Fund as are more  fully
discussed 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  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 by proxy promptly.  The Altman Group, a proxy solicitation
firm ("Proxy Solicitor"),  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 reminding
you to vote by proxy. No matter how many shares you own, your vote is important.

Sincerely,


Marc O. Mayer

President



                                 PROXY STATEMENT

                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, 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") and Proxy Statement that provide you with  information you should
     review  before  voting  on a  proposal  to  eliminate  one  of  the  Fund's
     fundamental policies (the "Proposal") that will be presented at the Special
     Meeting  of   Stockholders   (the  "Meeting")  for  Alliance  World  Dollar
     Government  Fund II,  Inc.  (the  "Fund").  You are  receiving  this  proxy
     material  because you own shares of the Fund's common stock either directly
     or through an intermediary (we refer to both 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  "Directors") is asking you to vote
     on the Proposal because the Fund's  fundamental  policy can only be changed
     by a stockholder vote.

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,  September  29,
     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 ARE  THE  DIRECTORS  PROPOSING  TO  ELIMINATE  THE  FUND'S  FUNDAMENTAL
     INVESTMENT RESTRICTION?

A.   The Fund has a fundamental  investment policy to invest at least 65% of its
     assets in U.S. Dollar-denominated sovereign debt obligations that cannot be
     changed  without  stockholder  approval.  The Proposal would eliminate this
     restriction because, as more fully explained in the Proxy Statement, it may
     limit the Fund's flexibility, under revised investment policies approved by
     the  Directors,  to invest in a wider  selection  of debt  securities.  The
     policies approved by Directors would broaden the Fund's investment policies
     to  allow  the  use of  non-U.S.  Dollar-denominated  debt  securities  and
     increased use of investments in both U.S. and non-U.S.  corporate  issuers.
     The Fund's adviser, AllianceBernstein L.P. (the "Adviser"), does not expect
     significant, immediate turnover in the Fund's portfolio, other than to take
     advantage of the  flexibility  provided by the new  guidelines to add local
     currency  bonds,  equal to  approximately  10-15% of the Fund's  portfolio.
     Aside from these  investments,  the Adviser  intends to exploit the broader
     guidelines over time.

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 (i) by giving
     written notice to the Secretary of the Fund at 1345 Avenue of the Americas,
     New York, New York 10105,  (ii) by signing another proxy of a later date 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]

                 ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.

                           1345 Avenue of the Americas
                            New York, New York 10105
                                  800-221-5670


                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         SCHEDULED FOR DECEMBER 12, 2006

To the Stockholders of Alliance World Dollar Government Fund II, Inc.:

Notice is hereby given that a Special Meeting of Stockholders (the "Meeting") of
Alliance World Dollar Government Fund II, Inc. (the "Fund"), will be held at the
offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York
10105, on Tuesday,  December 12, 2006, at 11:30 a.m.,  Eastern Time, to consider
and  vote on the  following  Proposal,  which  is more  fully  described  in the
accompanying Proxy Statement dated October 3, 2006:

1.   The  elimination of one of the Fund's  fundamental  investment  restriction
     requiring   it  to   invest   at   least   65%  of  its   assets   in  U.S.
     Dollar-denominated sovereign debt obligations; and

2.   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 September 29,
2006 (the  "Record  Date") is entitled to notice of, and to vote at, the Meeting
or any  postponements  or adjournments  thereof.  Proxies are being solicited on
behalf of the Fund's Board of Directors. Each stockholder who does not expect to
attend the Meeting 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

October 3, 2006


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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 promptly in
order to save the Fund any additional cost of further proxy  solicitation and in
order 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 WORLD DOLLAR GOVERNMENT FUND II, INC.

                           1345 Avenue of the Americas
                            New York, New York 10105

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

                         SPECIAL MEETING OF STOCKHOLDERS

                                December 12, 2006


                                  INTRODUCTION

This is a Proxy  Statement for Alliance  World Dollar  Government  Fund II, Inc.
(the  "Fund").  The Fund's Board of Directors  (the  "Directors")  is soliciting
proxies for a Special  Meeting of  Stockholders  of the Fund (the  "Meeting") to
consider  and vote on a proposal  to  eliminate  one of the  Fund's  fundamental
policies (the "Proposal") that is being recommended by the Board of Directors.

The  Board is  sending  you this  Proxy  Statement  to ask for your  vote on the
Proposal.  The Fund will hold the Meeting at the office of the Fund, 1345 Avenue
of the Americas, 41st Floor, New York, New York 10105, on Tuesday,  December 12,
2006 at 11:30 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 of Stockholders,  Proxy  Statement,  and
Proxy Card are being mailed to Stockholders on or about October 3, 2006.

Any stockholder who owned shares of the Fund on Friday,  September 29, 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.





                                    PROPOSAL
           APPROVAL OF ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING
                      65% LIMITATION IN CERTAIN INVESTMENTS

Introduction

The Fund has a fundamental  policy restriction that states that the Fund pursues
its   objective  by  investing  at  least  65%  of  its  total  assets  in  U.S.
Dollar-denominated  debt securities issued or guaranteed by foreign governments,
including  participations  in loans between  foreign  governments  and financial
institutions,  and interests in entities  organized and operated for the purpose
of  restructuring  the  investment  characteristics  of  instruments  issued  or
guaranteed by foreign governments  ("Sovereign Debt Obligations").  At a Special
Meeting  of  the  Board  of  Directors  on  September  13,  2006,  based  on the
recommendation  of the Fund's adviser,  AllianceBernstein  L.P. (the "Adviser"),
the Fund's Board of Directors  approved and is recommending to stockholders  the
elimination of this fundamental 65% investment policy.

Background

In making its  recommendation  to the Board to give the Fund the  flexibility to
invest in a broader  selection of fixed-income  securities,  as discussed below,
the Adviser noted that the Fund currently  invests at least 80% of its assets in
Sovereign  Debt  Obligations.  The 80% policy was  required  by  Securities  and
Exchange Commission Rule 35d-1, the "names rule", because of the use of the term
"dollar  government" in the Fund's name. At the September 13, 2006 Special Board
Meeting,  the Adviser  recommended and the Board approved the removal of the 80%
requirement and renaming the Fund as "AllianceBernstein Global High Income Fund,
Inc."  to  better  reflect  the  changes  to the  Fund's  investment  strategies
discussed below and to make these strategies more  transparent to investors.  In
addition to its 80% policy,  the Fund has a fundamental  policy requiring 65% of
its assets to be invested in Sovereign Debt Obligations. The Adviser pointed out
that the Fund's 65% fundamental  policy would limit its ability to implement the
Fund's revised policies. On the Adviser's recommendation, the Board of Directors
approved and determined to recommend to  stockholders  the Proposal to eliminate
the Fund's fundamental 65% investment policy.

Reasons for the Elimination of the Investment Restriction

The Board considered the following in approving changes to the Fund's investment
strategies  and,  in  connection  therewith,  approving  the  submission  of the
elimination  of the Fund's 65%  fundamental  investment  policy for  stockholder
approval.  The Adviser  recommended to the Board that the Fund's  investments no
longer be  restricted  to investing  primarily in U.S.  Dollar-denominated  debt
securities  and that the Fund instead be permitted  to invest  without  limit in
debt  securities,  including  Sovereign Debt  Obligations,  and corporate  debt,
denominated in non-U.S.  currencies as well as in the U.S. Dollar.  In addition,
the Adviser  recommended  allowing the Fund to invest  without limit in emerging
and  developed  markets and in debt  securities  of U.S. and non-U.S.  corporate
issuers.

In recommending the above investment  policy change,  the Adviser discussed with
the Board three trends in emerging markets that are  particularly  supportive of
its proposal as follows:

Improving  Sovereign Credit Quality.  The Adviser noted that the past decade has
witnessed  significant  structural changes in emerging market economies that can
best be seen in the increase in average  credit  quality of the countries  which
make up the JP Morgan Emerging Market Bond Index.  The Adviser noted that better
fiscal and monetary  policies have resulted in lower  inflation,  smaller budget
deficits and  increases  in  international  reserves.  These  developments  have
allowed emerging market countries,  such as Russia, Mexico and Brazil, to retire
external  sovereign  debt and issue  more  debt  denominated  in their  domestic
currency.  The Adviser also noted that improved credit quality has resulted in a
decline in the yield  spread on U.S.  Dollar-denominated  emerging  market  debt
relative to U.S. treasury securities. The Adviser further noted that it has seen
a reduction in the volatility of traditional  U.S.  Dollar-denominated  emerging
market debt and an increase in its correlation to other U.S.  Dollar-denominated
fixed-income  markets.  The Adviser  explained that improving credit quality and
reducing  external  sovereign  debt have  increased the ability of  corporations
domiciled in emerging  economies to issue debt.  The Adviser also explained that
the delineation between emerging and developed  economies is blurring,  with the
securities of some countries showing up in multiple indexes.  The Adviser stated
its belief that  emerging  market debt is steadily  losing its  uniqueness as an
asset class,  becoming just one of many  components  of the global  fixed-income
markets.  The Adviser believes that traditional  emerging market debt securities
will likely  provide  returns  that do not, as in the past,  exceed from time to
time other types of global debt securities and will have reduced volatility over
time.

The  Adviser  stated  its  belief  that  the   appropriate   response  to  these
developments  is to broaden the Fund's  investment  mandates to allow the use of
non-U.S. Dollar debt and non-U.S. corporate debt.   These changes will allow the
Fund to respond to the evolution of emerging  market debt and the flexibility to
respond to the increasing integration in global economies, where the distinction
between emerging and developed  economies is becoming  less clear.   The Adviser
also  stated its belief  that these  changes  are  necessary  to keep the Fund's
future  risk/return  profile  consistent with what investors have experienced in
the past.

Rising  Issuance  of Local  Currency  Debt.  The  Adviser  explained  that local
currency  debt has become a more  important  source of funding for many emerging
market  economies  and that it expects  this  trend to  continue,  and  possibly
accelerate.  The Adviser  also  explained  that the use of local  currency  debt
creates a better asset and liability mix for emerging  countries,  lessening the
impact of currency  devaluation on credit quality and offering  investors a more
diversified  source of income  than  traditional  U.S.  Dollar-denominated  debt
alone.  The Adviser  believes that the  inclusion of local  currency-denominated
debt will allow the Fund to become more geographically  diversified because, for
example,  it will allow  greater use of  investments  in Asian debt  securities,
which are predominantly available only in local-currency issues.

Rising  Issuance of Corporate  Debt.  The Adviser noted that as emerging  market
countries,  such as Russia,  repay U.S.  Dollar-denominated  and other  external
debt,  there  has  been an  increase  in the  issuance  of debt by  corporations
domiciled in these countries. The Adviser believes that it is uniquely qualified
to exploit these  opportunities  with a team of over 40 credit analysts based in
five  countries.  The  Adviser  explained  that high  yield  corporate  debt has
traditionally  shown less  correlation to U.S.  treasuries  than similarly rated
emerging market sovereign debt, and thus offers  diversification  benefits.  The
Adviser's  analysts  have also found that many  companies  domiciled in emerging
economies have  management team and credit metrics that equal or exceed those of
corporations domiciled in developed economies with similar ratings.

Other Considerations

The  Adviser  advised  the Board that the Fund's  investments  under the revised
policies  will have more  risk.  The  Adviser  stated  that,  by  expanding  its
investments to non-U.S.  Dollar  denominated debt  securities,  the Fund will be
exposed to increased  currency risk, which is the risk that  fluctuations in the
exchange rate between the U.S.  Dollar and non-U.S.  currencies  may  negatively
affect the value of its investments. The Fund may, but is not required to, hedge
against these currency  fluctuations,  where  appropriate,  to reduce this risk.
While the Fund previously invested in emerging market debt securities, it would,
under the revised  policies,  have increased risk because these investments will
now include local currency debt securities and non-U.S.  corporate issuers.  The
Adviser  explained  that  investments  in emerging  market debt  securities  may
involve additional risks because,  among other things,  their governments may be
less stable and their  markets  more  illiquid.  The Adviser  believes  that the
potential for better returns outweighs these additional risks.

In the near term, the Adviser anticipates taking advantage of the flexibility of
the broader investment  guidelines to add local currency bonds, equal to roughly
10-15% of the portfolio. The Fund would continue to invest a substantial portion
of its assets in high yield, below investment grade securities. The Adviser also
noted that the Fund would  continue to be limited to  investing no more than 25%
of its assets in the Sovereign  Debt  Obligations  of any one country other than
the U.S.

Other than the  addition of local  currency  securities,  the  Adviser  does not
anticipate significant,  immediate turnover in the Fund's portfolio. Rather, the
Adviser  intends  to  exploit  the  broader   guidelines  over  time.  With  the
implementation  of  the  broader  investment  policy  guidelines,   the  Adviser
anticipates that the Fund's portfolio will likely become more diversified  among
countries (in particular, emerging market countries),  currencies (both the U.S.
Dollar and non-U.S.  currencies)  and  industry  sectors  (expanded  holdings of
corporate bonds).

If the Fund's  stockholders  do not approve the Proposal,  the Fund's  broadened
investment  guidelines will be applicable only to 35% of the Fund's assets.  The
change in the Fund's name will occur whether or not the Proposal is approved and
is expected to be implemented late this year or early in 2007.

Approval  of the  Proposal  requires  the  affirmative  vote of the holders of a
"majority of the  outstanding  voting  securities" of the Fund as defined in the
Investment  Company Act of 1940, as amended ("1940 Act"), which means the lesser
of (i) 67% or more of the voting  securities  of all classes of the Fund present
or  represented  by proxy,  if the  holders of more than 50% of the  outstanding
voting  securities are present or represented by proxy, or (ii) more than 50% of
the  outstanding  voting  securities of the Fund ("1940 Act  Majority").  If the
stockholders  of the Fund do not approve the Proposal  regarding the fundamental
investment  restriction,  the Fund's current fundamental  investment restriction
will remain the same.

 The Board of Directors recommends that the stockholders vote FOR the Proposal.

                      PROXY VOTING AND STOCKHOLDER MEETING

All properly  executed and timely  received  proxies will be voted in accordance
with the instructions marked thereon or otherwise provided therein. Accordingly,
unless  instructions  to the contrary are marked,  proxies will be voted for the
elimination of the Fund's fundamental  investment  restriction.  Any stockholder
may revoke his or her proxy at any time prior to its exercise by giving  written
notice to the Secretary of a Fund at 1345 Avenue of the Americas,  New York, New
York 10105, by signing another proxy of a later date, or by personally voting at
the Meeting.

Properly  executed  proxies 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  discretionary  power to vote).  The approval of
the Proposal requires a 1940 Act Majority or the affirmative vote of the holders
of a "majority of the outstanding voting  securities," of the Fund as defined in
the 1940 Act, which means the lesser of (i) 67% or more of the voting securities
of the Fund present or represented by proxy,  if the holders of more than 50% of
the Fund's outstanding voting securities are present or represented by proxy, or
(ii)  more  than  50% of the  outstanding  voting  securities  of the  Fund.  An
abstention or broker non-vote,  if any, will be considered  present for purposes
of  determining  the  existence of the quorum but will have the effect of a vote
against the  Proposal.  If any matter  other than the  Proposal  properly  comes
before the Meeting,  the shares represented by proxies will be voted on all such
other  Proposals in the  discretion of the person or persons voting the proxies.
The Fund has not received  notice of, and is not  otherwise  aware of, any other
matter to be presented at the Meeting.

A quorum for the Meeting  will  consist of the presence in person or by proxy of
the  holders  of a majority  of the Fund's  shares  issued and  outstanding  and
entitled  to vote at the  Meeting.  Whether  or not a quorum is  present  at the
Meeting,  if sufficient votes in favor of the position  recommended by the Board
on the Proposal  described in the Proxy Statement are not timely  received,  the
persons  named as proxies  may,  but are under no  obligation  to, with no other
notice  than  announcement  at the  Meeting,  propose  and  vote for one or more
adjournments  of the  Meeting for up to 120 days after the record date to permit
further solicitation of proxies. Shares represented by proxies indicating a vote
contrary to the position  recommended by a majority of the Board on the Proposal
will be voted against adjournment.

The Adviser has engaged The Altman  Group,  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 total fee of approximately $88,000 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 respective Board of Directors until
his or her successor is duly elected and qualifies.


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

Marc O. Mayer           President and Chief      Executive Vice President of
10/2/57                 Executive Officer        AllianceBernstein L.P. (the
                        (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 AllianceBernstein,
                                                 from 2001-2003.  Prior
                                                 thereto, Chief Executive
                                                 Officer of Sanford C.
                                                 Bernstein & Co., LLC
                                                 (institutional research and
                                                 brokerage arm of Bernstein &
                                                 Co. LLC) and its predecessor
                                                 since prior to 2001.

Philip L. Kirstein      Senior Vice President    Senior Vice President and
5/29/45                 and Independent          Independent Compliance Officer
                        Compliance Officer       of the AllianceBernstein
                        (10/04)                  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 2001 until
                                                 March 2003.

Paul J. DeNoon          Vice President           Senior Vice President of the
4/18/62                 (04/94)                  Adviser,** with which he has
                                                 been associated since prior to
                                                 2001.

Joseph J. Mantineo      Treasurer and            Senior Vice President of
3/28/59                 Chief Financial Officer  AllianceBernstein Investor
                        (08/06)                  Services, Inc. ("ABIS"),**
                                                 with which he has been
                                                 associated since prior to 2001.

Vincent S. Noto         Controller               Vice President of ABIS,** with
12/14/64                (04/96)                  which he has been associated
                                                 since prior to 2001.
Emilie D. Wrapp         Secretary                Senior Vice President,
11/13/55                (10/05)                  Assistant General Counsel and
                                                 Assistant Secretary of ABI,**
                                                 with which she has been
                                                 associated since prior to 2001.


----------
*    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  September  29,  2006,  the Fund had  67,648,715  shares of  common  stock
outstanding. As of September 29, 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, to the  knowledge of the Fund,  no person owned either of
record or beneficially, 5% or more of the outstanding shares of the Fund.


              INFORMATION AS TO THE INVESTMENT ADVISER OF THE FUND

The Fund's  investment  adviser is  AllianceBernstein  L.P.,  1345 Avenue of the
Americas, New York, New York 10105.

Other Service Providers

Under an Administration  Agreement between the Fund and the Adviser, the Adviser
serves as administrator for the Fund. Under the  Administration  Agreement,  the
Adviser  performs  standard  administration  services  for  the  Fund.  Under  a
Shareholder  Inquiry  Agency  Agreement  between the Fund and  AllianceBernstein
Investor  Services,  Inc. ("ABIS"),  an affiliate of the Adviser,  ABIS provides
certain  shareholder  services for the Fund. The Fund compensates ABIS for these
services.  The Bank of New York, One Wall Street, New York, NY 10286,  serves as
custodian  for the Fund.  Computershare  Trust  Company  N.A.,  P.O.  Box 43011,
Providence, RI 02940, serves as transfer agent for the Fund.


                             SUBMISSION OF PROPOSALS
                        FOR NEXT MEETING OF STOCKHOLDERS

The Fund holds stockholder meetings annually. Proposals of stockholders intended
to be presented at the next annual meeting of  stockholders  of the Fund must be
received  by the Fund by October  30,  2006 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 a
Fund's  Bylaws.  To be presented at the 2007 Annual Meeting of  Stockholders,  a
stockholder proposal that is not otherwise includable in the Proxy Statement for
the 2007 Annual Meeting must be delivered by a stockholder of record to the Fund
no sooner than September 29, 2006 and no later than October 30, 2006.

The persons named as proxies in the 2007 Annual  Meeting of  Stockholders  will,
with respect to proxies in effect at the Meeting,  have discretionary  authority
to vote on any matter  presented  by a  stockholder  for  action at the  Meeting
unless the Fund receives  notice of the matter no sooner than September 29, 2006
and no later than October 30, 2006. If a Fund receives such timely notice, these
persons will not have this authority  except as provided in the applicable rules
of the Commission.

                                  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 AllianceBernstein Investor Services, Inc. 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

October 3, 2006


New York, New York



FORM OF PROXY CARD


                                           Vote by Touch-Tone Phone or by Mail!!
                    CALL: To vote by phone call toll-free 1-800-[___]-[____] and
                                               Follow the recorded instructions.
                    MAIL: Return the signed proxy card in the enclosed envelope.

                                 PROXY IN CONNECTION WITH THE SPECIAL MEETING OF
                                       SHAREHOLDERS TO BE HELD DECEMBER 12, 2006

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

                 Alliance World Dollar Government Fund II, Inc.

The undersigned hereby appoints Christina A. Morse and Carol H. Rappa, or either
of them, as proxies for the  undersigned,  each with full power of substitution,
to attend the Meeting of  Shareholders  (the "Meeting") of Alliance World Dollar
Government Fund II, Inc. (the "Fund"),  to be held at 11:30 a.m.,  Eastern Time,
on December 12, 2006 at the offices of the Fund at 1345 Avenue of the  Americas,
[__] 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  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  PROXYHOLDER  ON ANY  OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE  VOTE,  DATE AND SIGN ON THE  REVERSE  SIDE AND  RETURN  THIS  PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.

/x/ Please mark votes as in this example.
--------------------------------------------------------------------------------






THE PROPOSAL To approve the elimination of the fundamental investment policy
regarding 65% investment limitation.

      FOR                      AGAINST                    ABSTAIN
       /_/                       /_/                          /_/


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


Please check here if you plan to attend the Meeting.

    /_/   I WILL ATTEND THE MEETING.

Please be sure to sign your name(s) exactly as it appears on this Proxy Card.


               ------------------------------------------
               Signature(s) of Shareholder(s)

               Date: __________________________, 2006


               ------------------------------------------
               Signature(s) of Shareholder(s)

               Date: __________________________, 2006


IMPORTANT:  Please sign  legibly  and exactly as the name  appears on this Proxy
Card.  Joint  owners must EACH sign the Proxy Card.  When  signing as  executor,
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.

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