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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Alliance Municipal Income Fund II
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Class A
Class B
Class C
3. Investment Company Act File Number:
811-07618
Securities Act File Number:
33-60560
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check the box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
-0- shares
$-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
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1,920,032 shares
$18,912,315
9. Number and aggregate sale price of securities sold during the
fiscal year:
10,159,300 shares
$100,236,352
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule
24f-2:
8,239,268 shares
$81,324,037
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
903,482 shares
$8,837,135
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $81,324,037
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $8,837,135
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $65,263,837
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + $-0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $24,897,335
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
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applicable law or regulation (see
instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $7,544
Instruction: Issuers should complete line (ii), (iii), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
November 25, 1996
SIGNATURE
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*/s/ Domenick Pugliese
Assistant Secretary - Domenick Pugliese
Date: November 25, 1996
*Please print the name and title of the signing officer below the
signature.
Exhibit: Opinion of Seward & Kissel
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SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
November 25, 1996
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 8,239,268 shares of beneficial interest of the
Company, par value $.01 per share, during the fiscal year of
the Company ended September 30, 1996, 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 8,239,268 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.
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Our opinion above stated is expressed as members of
the bar of the State of New York.
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
5
00250151.AR7
