Edgar Filing: ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. __)

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/_/ Preliminary Proxy Statement
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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

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

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

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[LOGO]
AllianceBernstein
Investments

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2007

To the Stockholders of AllianceBernstein National Municipal Income Fund, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of AllianceBernstein National Municipal Income Fund, Inc., a Maryland
corporation (the "Fund"), will be held at the offices of the Fund, 1345 Avenue
of the Americas, 8th Floor, New York, New York 10105, on October 26, 2007 at
3:00 p.m., Eastern Time, for the following purposes, all of which are more fully
described in the accompanying Proxy Statement dated August 31, 2007:

1. To elect three Directors of the Fund to hold office for a term of
three years and one Director of the Fund to hold office for a term of
two years, each such Director to hold office until his or her
successor is duly elected and qualifies; and

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

The Board of Directors has fixed the close of business on August 24, 2007
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 the
Fund.

By Order of the Board of Directors,

Marc O. Mayer
President

New York, New York
August 31, 2007

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YOUR VOTE IS IMPORTANT

Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. Your vote is very important no matter how many
shares you own. Please complete, date, sign and return your proxy 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

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

1345 Avenue of the Americas
New York, New York 10105

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ANNUAL MEETING OF STOCKHOLDERS
October 26, 2007

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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of AllianceBernstein National
Municipal Income Fund, Inc., a Maryland corporation (the "Fund"), to be voted at
the Annual Meeting of Stockholders of the Fund (the "Meeting"), to be held at
the offices of the Fund, 1345 Avenue of the Americas, 8th Floor, New York, New
York 10105, on October 26, 2007 at 3:00 p.m., Eastern Time. The solicitation
will be by mail and the cost will be borne by the Fund. The Notice of Meeting,
Proxy Statement and Proxy Card are being mailed to stockholders on or about
August 31, 2007.

Any stockholder who owned shares of the Fund on Friday, August 24, 2007
(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 ONE
ELECTION OF DIRECTORS

At the Meeting, four Directors are nominated for election, three to serve
for terms of three years and one to serve for a term of two years and, in each
case, until his or her successor is duly elected and qualifies. The holders of
each series of the Fund's preferred stock, voting separately as a class, have
the right to elect two Directors of the Fund. At the Meeting, John H. Dobkin and
Michael J. Downey will stand for election by the preferred stockholders. The
affirmative vote of a majority of the votes cast by the Fund's stockholders or,
as the case may be, preferred stockholders, 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 each of the nominees.

Under the Charter and Amended and Restated Bylaws of the Fund (the
"Bylaws"), the Board of Directors has been divided into three classes. The terms
of Class One Directors will expire as of the Meeting, the terms of Class Two
Directors will expire as of the annual meeting of stockholders to be held in
2008 and the terms of Class Three Directors will expire as of the annual meeting
of stockholders to be held in 2009. 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.

Under this classified Board structure, only those Directors in a single
class are required to 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, although Maryland law provides that stockholders may remove
Directors under certain circumstances even if they are not then standing for
re-election. This classified Board structure, which may be regarded as an
"anti-takeover" provision, may make it more difficult for the Fund's
stockholders to change the majority of Directors of the Fund and, thus, has the
effect of maintaining the continuity of management.

Effective June 14, 2006, the Board of Directors elected Nancy P. Jacklin in
Class One. In addition, effective January 1, 2007, the Board of Directors
elected Earl D. Weiner in Class Three. Ms. Jacklin and Mr. Weiner will stand for
election at the Meeting.

At the Meeting, John H. Dobkin, Michael J. Downey, and Nancy P. Jacklin are
standing for election in Class One and Earl D. Weiner is standing for election
in Class Three. John H. Dobkin and Michael J. Downey are standing for election
by the preferred stockholders only. Each nominee has consented to serve as a
Director. The Board of Directors knows of no reason why any of the nominees for
the Board 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
nominee as the Board of Directors may recommend.

Certain information concerning the Fund's Directors is set forth below.

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

Chairman of the Board Class Two 5 Investment Adviser and an Independent 111 None
William H. Foulk, (2008) Consultant. He was formerly Senior
Jr.,#,## Manager of Barrett Associates, Inc.,
75 a registered investment adviser, with
which he had been associated since
prior to 2002. 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.

David H. Dievler,# Class Two 5 Independent Consultant. Until December 110 None
78 (2008) 1994, he was Senior Vice President of
AllianceBernstein Corporation ("AB
Corp.") (formerly Alliance Capital
Management Corporation ("ACMC"))
responsible for mutual fund
administration. Prior to joining AB
Corp. in 1984, he was Chief Financial
Officer of Eberstadt Asset Management
since 1968. Prior to that, he was a
Senior Manager at Price Waterhouse &
Co. Member of the American Institute
of Certified Public Accountants since
1953.

John H. Dobkin,# Class One 5 Consultant. Formerly, President of Save 109 None
65 (2010 )++ Venice, Inc. (preservation
organization) from 2001-2002, Senior
Advisor from June 1999-June 2000 and
President of Historic Hudson Valley
(historic preservation) from December
1989-May 1999. Previously, Director of
the National Academy of Design; Director
and Chairman of the Audit Committee of
AB Corp. from 1988-1992.

Michael J. Downey,# Class One 2 Consultant since January 2004. Formerly, 109 Asia Pacific Fund,
63 (2010)++ managing partner of Lexington Capital, Inc. and The Merger
LLC (investment advisory firm) from Fund
December 1997 until December 2003.
Prior thereto, Chairman and CEO of
Prudential Mutual Fund Management from
1987 to 1993.

D. James Guzy,# Class Two 1 Chairman of the Board of PLX Technology 109 Intel Corporation
71 (2008) (semi-conductors) and of SRC Computers (semi-conductors)
Inc., with which he has been and Cirrus Logic
associated since prior to 2002. He is Corporation (semi-
also President of the Arbor Company conductors)
(private family investments).

Nancy P. Jacklin,# Class One 1 Formerly, U.S. Executive Director of 109 None
59 (2010)+ the International Monetary Fund
(December 2002-May 2006); Partner,
Clifford Chance (1992-2002); Sector
Counsel, International Banking and
Finance, and Associate General
Counsel, Citicorp (1985-1992);
Assistant General Counsel
(International), Federal Reserve Board
of Governors (1982-1985); and Attorney
Advisor, U.S. Department of the
Treasury (1973-1982). Member of the
Bar of the District of Columbia and of
New York; and member of the Council on
Foreign Relations.

Marshall C. Turner, Jr.,# Class Three 1 Consultant. Formerly, President and 109 Xilinx, Inc. (semi-
66 (2009) CEO, Toppan Photomasks, Inc. (semi- conductors) and MEMC
conductor manufacturing services), Electronic Materials,
2005-2006, and Chairman & CEO from Inc. (semi-conductor
2003 until 2005, when the company was substrates)
acquired and renamed from Dupont
Photomasks, Inc. Principal, Turner
Venture Associates (venture capital and
consulting) 1993-2003.

Earl D. Weiner,# Class Three 8 Of Counsel, and Partner from 1976-2006, 109 None
68 (2009)+ months of the law firm Sullivan & Cromwell
LLP, specializing in investment
management, corporate and securities
law; member of ABA Federal Regulation
of Securities Committee Task Force on
Fund Director's Guidebook.

INTERESTED
DIRECTOR

Marc O. Mayer,*** Class Three 3 Executive Vice President of 109 SCB Partners Inc.
1345 Avenue of the Americas, (2009) AllianceBernstein L.P. (the "Adviser") and SCB Inc.
New York, NY 10105 since 2001 and Executive Managing
50 Director of AllianceBernstein
Investments, Inc. ("ABI") since 2003;
prior thereto, he was head of
AllianceBernstein Institutional
Investments, a unit of the Adviser,
from 2001-2003. Prior thereto, Chief
Executive Officer of Sanford C.
Bernstein & Co., LLC (institutional
research and brokerage arm of
Bernstein & Co., LLC), and its
predecessor since prior to 2002.

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* The address for the Fund's disinterested Directors is AllianceBernstein
L.P., c/o Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY
10105.

** "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 (the "1940 Act"), of the Fund due to his
position as an Executive Vice President of the Adviser.

# Member of the Audit Committee, the Governance and Nominating Committee, and
the Independent Directors Committee of the Fund.

## Member of the Fair Value Pricing Committee of the Fund.

+ If elected at the Meeting.

++ If elected at the Meeting, and if elected as a preferred stock director at
the Meeting.

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

Aggregate Dollar
Range of Equity
Securities in the Funds
in the
Dollar Range of Equity AllianceBernstein
Securities in the Fund Fund Complex as of
Fund as of August 24, 2007 August 24, 2007
-------------------------- -----------------------

David H. Dievler $0 over $100,000

John H. Dobkin $0 over $100,000

Michael J. Downey $0 over $100,000

William H. Foulk, Jr. $1-$10,000 over $100,000

D. James Guzy $0 $50,001-$100,000

Nancy P. Jacklin $0 over $100,000

Marshall C. Turner, Jr. $0 over $100,000

Earl D. Weiner $0 over $100,000

Marc O. Mayer $0 over $100,000

During the Fund's fiscal year ended in 2006, the Board of Directors met 10
times. The Fund does not have a policy that requires a Director to attend the
Fund's annual meeting of stockholders.

The Fund's Board of Directors has four standing committees: an Audit
Committee, a Governance and Nominating Committee, an Independent Directors
Committee, and a Fair Value Pricing Committee. The members of the Committees are
identified above in the table listing the Directors. The function of the Audit
Committee is to assist the Board in its oversight of the Fund's financial
reporting process. The members of the Audit Committee are "independent" as
required by applicable listing standards of the New York Stock Exchange
("NYSE"). During the Fund's fiscal year ended in 2006, the Audit Committee met 3
times.

The 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 US Investors & Financial
Advisors/Investor Solutions/Mutual Funds/Closed-End). Pursuant to the charter of
the Governance and Nominating Committee, the Governance and Nominating Committee
assists the Board in carrying out its responsibilities with respect to
governance of the Fund and identifies, evaluates and selects and nominates
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 calendar days
before the date of the proxy statement for the previous year's annual meeting of
stockholders. The Committee will consider only one candidate submitted by such a
stockholder or group for nomination for election at an annual meeting of
stockholders. The 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.
During the Fund's fiscal year ended in 2006, the Governance and Nominating
Committee met 8 times.

The function of the Fund's Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's net asset value ("NAV") by more than
$0.01 per share. During the Fund's fiscal year ended in 2006, the Fair Value
Pricing Committee did not meet.

The function of the Fund's Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the disinterested Directors, such as review
and approval of the Advisory and Stockholder Inquiry Agency Agreements. During
the Fund's fiscal year ended in 2006, the Independent Directors Committee met 10
times.

The Board has adopted a process for stockholders to send communications to
the Board. To communicate with the Board or an individual Director of the Fund,
a stockholder must send a written communication to the Fund's principal office
at the address listed in the Notice of Annual Meeting of Stockholders
accompanying this Proxy Statement, addressed to the Board or the individual
Director. All stockholder communications received in accordance with this
process will be forwarded to the Board or the individual Director to whom or to
which the communication is addressed.

The Fund does not pay any fees to, or reimburse expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by the Fund to the Directors during the
Fund's fiscal year ended 2006, the aggregate compensation paid to the Directors
during calendar year 2006 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 or investment portfolios as to which the Directors are
directors or trustees, are set forth below. Neither the Fund 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 Portfolios
Companies in the within the
AllianceBernstein AllianceBernstein
Compensation Fund Complex, Fund Complex,
from the including the including the
Compensation AllianceBernstein Fund, as to Fund, as to
from the Fund Complex, which the which the
Fund during including the Director is a Director is a
its Fiscal Year Fund, during Director or Director or
Name of Director ended in 2006 2006 Trustee Trustee
----------------------- --------------- ----------------- ----------------- -----------------

David H. Dievler $3,919 $225,125 39 110

John H. Dobkin $4,275 $234,625 38 109

Michael J. Downey $3,909 $215,125 38 109

William H. Foulk, Jr. $7,500 $434,625 40 111

D. James Guzy $2,941 $215,125 38 109

Nancy P. Jacklin $1,080 $112,625 38 109

Marshall C. Turner, Jr. $2,931 $214,625 38 109

Earl D. Weiner* $0 $ 0 38 109

Marc O. Mayer $0 $ 0 38 109

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* Mr. Weiner was elected as a Director of the Fund effective January 1, 2007.

The Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the Fund. Approval of Proposal One requires
the affirmative vote of a majority of the votes entitled to be cast.

PROXY VOTING and STOCKHOLDER MEETING

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 will be voted for the election of
three Directors and proxies from Preferred Stockholders will be voted for the
election of two Directors (Proposal One). Any stockholder may revoke that
stockholder's proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York,
New York 10105, by 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 approval of the
Proposal requires an affirmative vote of the holders of a majority of the votes
entitled to be cast. An abstention will be considered present for purposes of
determining the existence of a quorum but will have the effect of a vote against
the Proposal. 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.

A quorum 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 of the Fund. In the event that a quorum is not present at the
Meeting 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 are not timely received, the persons named as
proxies may propose and vote for one or more adjournments of the Meeting, with
no other notice than announcement at the Meeting, 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.

The Fund 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 Fund
will pay The Altman Group a fee of $1,500 for its services, plus reimbursement
of out-of-pocket expenses.

OTHER INFORMATION

Officers of the Fund
--------------------

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

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

Marc O. Mayer President (11/03) See biography above.
50

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

Robert (Guy) B. Davidson III Senior Vice President Senior Vice President of
46 (4/02) the Adviser**, with which he
has been associated since
prior to 2002.

Douglas J. Peebles Senior Vice President Executive Vice President of
42 (6/04) the Adviser**, with which he
has been associated since
prior to 2002.

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

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

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

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

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

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

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

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

Stock Ownership
---------------

As of the Record Date, the outstanding voting shares consisted of
28,656,079 shares of common stock, 1,950 shares of Auction Preferred Shares,
Series T, and 3,150 shares of each of Auction Preferred Shares, Series M, Series
W and Series Th. As of the Record Date, the Directors and officers of the Fund
as a group owned less than 1% of the shares of the Fund. During the Fund's most
recently completed fiscal year, the Fund's 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.

As of August 9, 2007, First Trust Portfolios L.P., with an address of 1001
Warrenville Road, Lisle, Illinois 60532, was believed by management of the Fund
to beneficially own an aggregate of 1,222,189 shares, or approximately 6.0%, of
the outstanding common stock of the Fund.

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

The following Audit Committee Report was adopted by the Audit Committee of
the Fund.

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 US Investors & Financial Advisors/Investor 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 Fund's financial
statements and the independent audit thereof; (ii) the Fund's compliance with
legal and regulatory requirements; (iii) the independent registered public
accounting firm's independence, qualifications and performance; and (iv) the
Fund's compliance with applicable laws by receiving reports from counsel who
believe they have credible evidence of a material violation of law by the Fund
or by someone owing a fiduciary or other duty to the Fund; and (2) to prepare
this report. As set forth in the Audit Committee Charter, management of the Fund
is responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
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 registered public accounting firm of the Fund. The Audit
Committee has also discussed with the independent registered public 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 Fund's independent
registered public accounting firm to the Adviser and to any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Fund is compatible with maintaining the independent registered
public accounting firm's independence. Finally, the Audit Committee has received
the written disclosures and the letter from the independent registered public
accounting firm required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in effect, and has
discussed the independent registered public accounting firm's independence with
such firm.

The members of the Fund's Audit Committee are not full-time employees of
the Fund 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 registered public accounting firm. Accordingly, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent registered public accounting firm is 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 the Fund that the audited
financial statements of the Fund be included in the Fund's annual report to
stockholders for the most recent fiscal year.

Submitted by the Audit Committee of the Fund's Board of Directors:

David H. Dievler D. James Guzy
John H. Dobkin Nancy P. Jacklin
Michael J. Downey Marshall C. Turner, Jr.
William H. Foulk, Jr. Earl D. Weiner*

----------
* Mr. Weiner was not a member of the Audit Committee of the Fund at the time
such Audit Committee recommended the inclusion of the Fund's annual
financial statements in the Fund's stockholder report for the Fund's most
recent fiscal year.

Approval of Independent Registered Public Accounting Firm by the Board
----------------------------------------------------------------------

The Audit Committee of the Fund is responsible for the appointment,
compensation, retention and oversight of the work of the Fund's independent
registered public accounting firm. In addition, the Board of the Fund approved
the independent registered public accounting firm of the Fund as required by the
1940 Act on the date specified below. The Board of Directors of the Fund at a
meeting held on May 1, 2007 approved by the vote, cast in person, of a majority
of the Directors who are not "interested persons" of the Fund, Ernst & Young
LLP, independent registered public accounting firm to audit the Fund's accounts
for the fiscal year ending October 31, 2007.

Ernst & Young LLP has audited the Fund's accounts 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 are expected to attend the Meeting, to have
the opportunity to make a statement and to respond to appropriate questions from
the stockholders.

Independent Registered Public Accounting Firm's Fees

The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for the 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 and quarterly press
release reviews; (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 by the independent
registered public accounting firm to the Fund during this period.

All Fees for
Non-Audit
Services
All Other Provided to
Fees for the Fund,
Services the Adviser
Audit Provided and Service
Audit Fees Related Fees Tax Fees to the Fund Affiliates
---------- ------------ -------- ----------- ------------

2005 $ 48,000 $ 9,180 $ 12,473 $ 0 $ 902,946
2006 $ 50,000 $ 15,750 $ 12,825 $ 0 $ 1,040,619

Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Fund by the
Fund's independent registered public accounting firm. 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 2006 are for services pre-approved by the 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 the Fund that were subject
to pre-approval by the Audit Committee for 2006 were $28,575 (comprising $15,750
of audit related fees and $12,825 of tax fees). The Audit Committee of the Fund
has considered whether the provision of any non-audit services not pre-approved
by the Audit Committee provided by the Fund's independent registered public
accounting firm to the Adviser and Service Affiliates is compatible with
maintaining the independent registered public accounting firm's independence.

INFORMATION AS TO THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR

The Fund's investment adviser and administrator is AllianceBernstein L.P.,
with principal offices at 1345 Avenue of the Americas, New York, New York 10105.

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.

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 the Fund (the "2008 Annual Meeting of Stockholders")
must be received by the Fund by May 3, 2008 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 the
Fund's Bylaws. To be presented at the 2008 Annual Meeting of Stockholders, a
stockholder proposal that is not otherwise includable in the proxy statement for
the 2008 Annual Meeting of Stockholders must be delivered by a stockholder of
record to the Fund no sooner than April 3, 2008 and no later than May 3, 2008.
If the date of the 2008 Annual Meeting of Stockholders is advanced or delayed by
more than 30 days from the first anniversary of the date of this year's Annual
Meeting, a stockholder proposal must be submitted within ten days of the date of
the public announcement of the rescheduled 2008 Annual Meeting of Stockholders.

The persons named as proxies for the 2008 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 receives notice of the matter no sooner than April 3,
2008 and no later than May 3, 2008. If the Fund receives such timely notice,
these persons will not have this authority except as provided in the applicable
rules of the U.S. Securities and Exchange Commission.

REPORTS TO STOCKHOLDERS

The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's 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 Investments, Inc. at
(800) 227-4618.

By Order of the Board of Directors,

Marc O. Mayer
President

August 31, 2007
New York, New York

TABLE OF CONTENTS

Page

Introduction................................................................ 1

Proposal One: Election of Directors......................................... 2

Proxy Voting and Stockholder Meeting........................................ 9

Information as to the Fund's Investment Adviser and Administrator........... 16

Other Matters............................................................... 16

Submission of Proposals for the Next Annual Meeting of Stockholders......... 16

Reports to Stockholders..................................................... 17

AllianceBernstein National Municipal Income Fund, Inc.

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[LOGO]
AllianceBernstein
Investments

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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT

August 31, 2007

[COMMON STOCK PROXY CARD (VERSION SENT TO BROKERS ONLY)]

FORM OF FORM OF
COMMON STOCK PROXY COMMON STOCK PROXY

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2007

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

The undersigned stockholder of AllianceBernstein National Municipal Income
Fund, 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 3:00 p.m.,
Eastern Time, on October 26, 2007 at the offices of the Corporation, 1345 Avenue
of the Americas, 8th 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 Meeting and accompanying Proxy Statement and revokes any proxy
heretofore given with respect to such 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 AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

Common Stock

Annual Meeting Proxy Card

A Proposals - The Board of Directors urges you to vote FOR Class One nominee
listed (Term expires 2010) and FOR Class Three nominee listed (Term expires
2009).

1. Election of Directors:

01 - Nancy P. Jacklin (Class I)
02 - Earl D. Weiner (Class III)

|_| Mark here to vote FOR all nominees
---

|_| Mark here to WITHHOLD vote from all nominees
--------

|_| For all EXCEPT - To withhold a vote for one or more nominees, mark the box
to the left and the corresponding numbered box(es) to the right. |_| 01 |_|
02

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).

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

Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.

Date (mm/dd/yyyy) - Please print date below.

|___________________________________________________|
Signature 1 - Please keep signature within the box.

|___________________________________________________|
Signature 2 - Please keep signature within the box.

|___________________________________________________|

[COMMON STOCK PROXY CARD (VERSION SENT TO NON-BROKERS ONLY)]

FORM OF FORM OF
COMMON STOCK PROXY COMMON STOCK PROXY

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2007

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

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

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

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

Common Stock

Annual Meeting Proxy Card

A Proposals - The Board of Directors urges you to vote FOR Class One nominee
listed (Term expires 2010) and FOR Class Three nominee listed (Term expires
2009).

1. Election of Directors:

01 - Nancy P. Jacklin (Class I)
02 - Earl D. Weiner (Class III)

|_| Mark here to vote FOR all nominees

|_| Mark here to WITHHOLD vote from all nominees

|_| For all EXCEPT - To withhold a vote for one or more nominees, mark the box
to the left and the corresponding numbered box(es) to the right. |_| 01
|_| 02

B Non-Voting Items

Change of Address - Please print new address below.

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

Comments - Please print your comments below.

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

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

Date (mm/dd/yyyy) - Please print date below.

|___________________________________________________|
Signature 1 - Please keep signature within the box.

|___________________________________________________|
Signature 2 - Please keep signature within the box.

|___________________________________________________|

FORM OF FORM OF
PREFERRED STOCK PROXY PREFERRED STOCK PROXY

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2007

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

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

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

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

Preferred Stock

Annual Meeting Proxy Card

A Proposals - The Board of Directors urges you to vote FOR Class One nominees
listed (Terms expire 2010) and FOR Class Three nominee listed (Term expires
2009).

1. Election of Directors:

01 - John H. Dobkin (Class I)
02 - Michael J. Downey (Class I)
03 - Nancy P. Jacklin (Class I)
04 - Earl D. Weiner (Class III)

|_| Mark here to vote FOR all nominees

|_| Mark here to WITHHOLD vote from all nominees

|_| For all EXCEPT - To withhold a vote for one or more nominees, mark the box
to the left and the corresponding numbered box(es) to the right. |_| 01
|_| 02 |_| 03 |_| 04

B Non-Voting Items

Change of Address - Please print new address below.

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

Comments - Please print your comments below.

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

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

Date (mm/dd/yyyy) - Please print date below.

|___________________________________________________|
Signature 1 - Please keep signature within the box.

|___________________________________________________|
Signature 2 - Please keep signature within the box.

|___________________________________________________|