<PAGE>
Securities and Exchange Commission
Washington, D.C 20549
Rule 24f-2 Notice
for
Alliance Municipal Income Fund II
1345 Avenue of the Americas
New York, New York 10105
under the
Investment Company Act of l940
File No. 33-60560
(i) Fiscal year for which this Notice is filed:
October 1, 1994 through September 30, 1995
(ii) Number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
l933 other than pursuant to Rule 24f-2 under the Investment
Company Act of l940 (the "Act") but which remained unsold at the
beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal
year:
7,636,704
(v) Number or amount of securities sold during such fiscal year
in reliance upon Rule 24-2:
7,636,704*
Exhibit: Opinion of Messrs. Seward & Kissel
<PAGE>
- -------------------------
* No filing fee is due based on the following calculation made
in accordance with Rule 24f-2(c) of the Act and Section 6(b)
of the Securities Act of l933 and is based on the following:
the actual aggregate sales price of the 7,636,704 shares sold
during such period in reliance upon Rule 24f-2 was
$71,199,138; the actual aggregate dollar amount of shares
redeemed during such fiscal year was $89,821,458, none of
which was previously used for reduction pursuant to Rule
24e-2(a) in filings made pursuant to Rule 24e-1 and
$71,199,138 of which is being used for reduction pursuant to
this Rule 24f-2 Notice.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940, Alliance Municipal Income Fund II
has duly caused this Rule 24f-2 Notice to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City and
State of New York, on the 16th day of November, l995.
ALLIANCE MUNICIPAL INCOME FUND II
by: /s/ Domenick Pugliese
_____________________________
Domenick Pugliese
Assistant Secretary
3
<PAGE>
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 Company's Rule 24f-2
Notice to be filed pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, to report the
sale of 7,636,704 shares of beneficial interest of the
Company, par value $.01 per share, during the fiscal year of
the Company ended September 30, 1995, in reliance upon that
Rule and pursuant to the registration of an indefinite
number of such shares under the Securities Act of 1933, as
amended.
As counsel for the Company, we have examined and
relied upon such 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 7,636,704 shares so sold in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
beneficial interest of the Company under the laws of the
Commonwealth of Massachusetts.
Our opinion above stated is expressed as members of
the bar of the State of New York.
4
<PAGE>
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the above-referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
00250151.AO7
