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File No. 33-60560
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. 6
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7
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ALLIANCE MUNICIPAL INCOME FUND II
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
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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)
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Calculation of Registration Fee:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Unit * Offering Price ** Fee
- ---------- ------------ ---------------- ----------------- ------------
Common 1,920,032 $9.85 $290,000 $100.00
Stock $.01
par value
* 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 of the Pennsylvania
Portfolio on November 8, 1995.
** The calculation of the maximum aggregate offering price
is made pursuant to Rule 24e-2(a) under the Investment Company
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Act of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year ended
September 30, 1995 was $89,821,458, $71,199,138 of which was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2(a) and $18,622,320 of which are being so used 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 Messrs. Seward & Kissel
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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 16th day of November, 1995.
ALLIANCE MUNICIPAL INCOME FUND II
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 November 16, 1995
____________________
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer November 16, 1995
____________________
Mark D. Gersten
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3) A Majority of the Trustees
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John D. Carifa
David H. Dievler
Ruth Block
James R. Greene
James H. Hester
Clifford L. Michel
Eugene F. O'Neil
Robert C. White
by: /s/ Edmund P. Bergan, Jr. November 16, 1995
______________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
November 22, 1995
Alliance Municipal Income Fund II
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Municipal Income
Fund II, a Massachusetts business trust (the "Company"), in
connection with the registration of an additional 1,920,032
shares of beneficial interest, par value $.01 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. 6 to the Company's
Registration Statement on Form N-1A under the Act (File No. 33-
60560) 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
1,920,032 additional shares of beneficial interest of the Company
being registered by Post-Effective Amendment No. 6 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 beneficial
interest authorized to be issued by the Company's Declaration of
Trust) and will be fully paid and non-assessable shares of
beneficial interest of the Company under the laws of the
Commonwealth of Massachusetts (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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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. 6 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250151.AO6
