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File No. 33-7812
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 22
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No.
ALLIANCE MUNICIPAL INCOME FUND, INC.
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Calculation of Registration Fee:
Title of Proposed Proposed
Securities Maximum Maximum Amount of
Being Amount Offering Aggregate Registration
Registered Registered Price Unit* Offering Price** Fee
___________ __________ ___________ ________________ ____________
Common
Stock Par 30,726,482 $13.44 $-0- $-0-
Value $.001
* Estimated solely for the purpose of determining the
amount of the registration fee based on the net asset value per
share of the Registrant's Common Stock on March 3, 1997.
** The calculation of the maximum aggregate offering price
is made pursuant to Rule 24e-2(a) under the Investment Company
Act of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year ended
October 31, 1996 was $475,148,198, $154,978,247 of which was
previously used for reduction pursuant to Rule 24f-2 or Rule
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24e-2(a) and $320,169,951 of which is being so used for such
reduction in this Amendment.
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1).
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
EXHIBIT: Opinion of Seward & Kissel
2
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 as
amended and the Investment Company Act of 1940 as amended, the
Registrant certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York, on
the 5th day of March, 1997.
ALLIANCE MUNICIPAL INCOME FUND, INC.
by /s/John D. Carifa
______________________
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of
l933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
Signature Title Date
1) Principal Executive
Officer
/s/John D. Carifa Chairman March 5, 1997
________________________
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/Mark D. Gersten Treasurer March 5, 1997
________________________
Mark D. Gersten
3
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3) A Majority of the Directors
_____________________________
John D. Carifa
David H. Dievler
Ruth Block
James R. Greene
James H. Hester
Clifford L. Michel
Donald J. Robinson
by /s/Edmund P. Bergan, Jr. March 5, 1997
_________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
4
00250011.AK1
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March 6, 1997
Alliance Municipal Income Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Municipal Income
Fund, Inc., a Maryland corporation (the "Company"), in connection
with the registration of an additional 30,726,482 shares of
common stock, par value .001 per share, of the Company under the
Securities Act of 1933, as amended (the "Act").
As counsel for the Company, we have participated in the
preparation of Post-Effective Amendment No. 22 to the Company's
Registration Statement on Form N-1A under the Act (File No.
33-7812) relating to such additional shares and have examined and
relied upon corporate records of the Company and other documents
and certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
30,726,482 additional shares of common stock of the Company being
registered by Post-Effective Amendment No. 22 to the Company's
Registration Statement are duly authorized and unissued shares,
and when such shares have been duly sold, issued and paid for as
contemplated in the Company's Prospectus forming a part of its
Registration Statement under the Act, such shares will have been
validly and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to have
outstanding more than the number of shares of common stock
authorized to be issued by the Company pursuant to its Charter)
and will be fully paid and non-assessable shares of common stock
of the Company under the laws of the State of Maryland (assuming
that the sale price of each share is not less than the par value
thereof).
Our opinion above stated is expressed as members of the
bar of the State of New York.
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Alliance Municipal March 6, 1997
Income, Inc.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to above-
referenced Post-Effective Amendment No. 22 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250011.AK1
