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

                               (Amendment No. ___)

Filed by the Registrant                      /X /
Filed by a Party other than the Registrant   /  /

Check the appropriate box:
/  /     Preliminary Proxy Statement
/  /     Confidential, for Use of the Commission
         Only (as permitted by Rule 14a-6(e)(2))
/X/      Definitive Proxy Statement
/  /     Definitive Additional Materials
/  /     Soliciting Materials Pursuant to Section 240.14a-12

                 AllianceBernstein Global High Income Fund, Inc.
           -----------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


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

Payment of Filing Fee (Check the appropriate box):
/X/      No fee required.
/ /      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

         (1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------
         (2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------
         (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

--------------------------------------------------------------------------------
         (4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------
         (5) Total fee paid:

--------------------------------------------------------------------------------
/  /     Fee paid previously with preliminary materials.
/  /     Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         (1) Amount Previously Paid:

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

         (2) Form, Schedule or Registration Statement No.:

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

         (3) Filing Party:

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

         (4) Date Filed:

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





                                     [LOGO]
                               ALLIANCEBERNSTEIN
                                  Investments


                      ALLIANCEBERNSTEIN INCOME FUND, INC.
                ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
            ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
                ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                 ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.

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

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

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

                NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
                                March 31, 2009

To the Stockholders of AllianceBernstein Income Fund, Inc. ("ABIF"),
AllianceBernstein Global High Income Fund, Inc. ("AGHIF"), AllianceBernstein
National Municipal Income Fund, Inc. ("ANMIF"), Alliance California Municipal
Income Fund, Inc. ("ACMIF") and Alliance New York Municipal Income Fund, Inc.
("ANYMIF"):

   Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF, each of which is a Maryland
corporation (individually, a "Fund" and collectively, the "Funds"), will be
held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on March 31, 2009 at 3:30 p.m., Eastern Time, for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated February 18, 2009:

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

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

   The Boards of Directors of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF have fixed
the close of business on February 17, 2009 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 each Fund.

                                By Order of the Boards of Directors,

                                Robert M. Keith
                                President
New York, New York
February 18, 2009



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

                            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 Funds any additional cost of further proxy solicitation and
in order for the Meeting to be held as scheduled.

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

   AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.



                                PROXY STATEMENT

                      ALLIANCEBERNSTEIN INCOME FUND, INC.
                ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.
            ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
                ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                 ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.

                          1345 Avenue of the Americas
                           New York, New York 10105

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

                     JOINT ANNUAL MEETING OF STOCKHOLDERS
                                March 31, 2009

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

                                 INTRODUCTION

   This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of AllianceBernstein
Income Fund, Inc. ("ABIF"), AllianceBernstein Global High Income Fund, Inc.
("AGHIF"), AllianceBernstein National Municipal Income Fund, Inc. ("ANMIF"),
Alliance California Municipal Income Fund, Inc. ("ACMIF") and Alliance New York
Municipal Income Fund, Inc. ("ANYMIF"), each of which is a Maryland corporation
(individually, a "Fund" and collectively, the "Funds"), to be voted at a Joint
Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, New York, New York 10105, on
March 31, 2009 at 3:30 p.m., Eastern Time. The solicitation will be by mail and
the cost for each Fund will be borne by that Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about February
18, 2009.

   Any stockholder who owned shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF on
February 17, 2009 (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.

   Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to Be Held on Tuesday, March 31, 2009. The Proxy
Statement is available on the Internet at http://www.alliancebernstein.com
(click on US Investors & Financial Advisors/Investment Products/Mutual
Funds/Closed-End).

                                      1



                                 PROPOSAL ONE
                             ELECTION OF DIRECTORS

   At the Meeting, four Directors of each Fund will be elected to serve for
terms of either one, two or three years and, in each case, until his successor
is elected and qualifies. The affirmative vote of a majority of the votes cast
by a Fund's 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.

   At the Meeting, the holders of each series of preferred stock of ANMIF,
ACMIF and ANYMIF (the "Preferred Stockholders") will have equal voting rights
with the holders of the common stock of ANMIF, ACMIF and ANYMIF (i.e., one vote
per share), respectively, and will vote together with the holders of the common
stock as a single class on proposals that may be properly presented at the
Meeting applicable to their respective Funds, as described below. The Preferred
Stockholders, voting separately as a class, have the right to elect two
Directors of their Fund ("Preferred Directors"). The Preferred Directors are
John H. Dobkin and Michael J. Downey and each are members of Class One of
ANMIF, ACMIF and ANYMIF. While the Preferred Stockholders have the right to
elect the Preferred Directors, they are not standing for election at the
Meeting because the terms of the Class One Directors do not expire until 2010.

   Under the Funds' respective Charters and Bylaws, the Board of Directors of
each Fund has been divided into three classes. For all of the Funds, the terms
of Class Three Directors will expire as of the Meeting, the terms of Class One
Directors will expire as of the annual meeting of stockholders to be held in
2010 and the terms of Class Two Directors will expire as of the annual meeting
of stockholders to be held in 2011. 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 of a Fund, 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 a
Fund's stockholders to change the majority of Directors of the Fund and, thus,
have the effect of maintaining the continuity of management.

   On February 5, 2009, the Board of Directors of each Fund recommended Robert
M. Keith to stockholders for election in Class One of AGHIF, and in Class Two
of ABIF, ANMIF, ACMIF and ANYMIF. Mr. Keith will stand for election at the
Meeting for each of the Funds.

                                      2



   At the Meeting, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner
are standing for election in Class Three of each Fund; and Mr. Keith is
standing for election in Class One of AGHIF, and in Class Two of ABIF, ANMIF,
ACMIF and ANYMIF. Each nominee has consented to serve as a Director. The Boards
of Directors know of no reason why any of the nominees for the Boards 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 nominees as the
Boards of Directors may recommend.

   Certain information concerning the Funds' Directors and nominee for Director
is set forth below.



                                                                                 Number of
                                                                                 Portfolios
                                                                                     in
                                 Year                                            Alliance-
                                 Term                                            Bernstein     Other
                                 as a                                               Fund      Director-
                               Director                                           Complex      ships
       Name, Address*            Will     Years of    Principal Occupation(s)     Overseen    Held by
          and Age               Expire    Service**    During Past 5 Years       by Director  Director
----------------------------- --------    --------- ---------------------------- -----------  ---------
                                                                               
DISINTERESTED
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ##   Class      AGHIF:    Investment Adviser and an        93         None
76                             Two        16        Independent Consultant.
                               (Each      ABIF: 11, Previously, he was Senior
                               Fund       ANMIF,    Manager of Barrett
                               2011)      ACMIF     Associates, Inc., a
                                          and       registered investment
                                          ANYMIF:   adviser, with which he had
                                          7         been associated since prior
                                                    to 2004. 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.

John H. Dobkin, #              Class      ABIF: 22  Consultant. Formerly,            91         None
67                             One        AGHIF:    President of Save Venice,
                               (ABIF,     16,       Inc. (preservation
                               ANMIF,     ANMIF,    organization) from 2001-
                               ACMIF      ACMIF     2002, Senior Adviser from
                               and        and       June 1999-June 2000 and
                               ANYMIF     ANYMIF:   President of Historic
                               2010)      7         Hudson Valley (historic
                                                    preservation) from
                               Class                December 1989-May 1999.
                               Two                  Previously, Director of the
                               (AGHIF               National Academy of
                               2011)                Design.


                                      3





                                                                         Number of
                                                                         Portfolios
                                                                             in
                        Year                                             Alliance-
                        Term                                             Bernstein       Other
                        as a                                                Fund        Director-
                      Director                                            Complex        ships
   Name, Address*       Will    Years of     Principal Occupation(s)      Overseen      Held by
      and Age          Expire   Service**     During Past 5 Years        by Director    Director
--------------------- --------  --------- ------------------------------ -----------  -------------
                                                                       
Michael J. Downey, #      Class   Each    Private Investor since             91       Asia Pacific
65                        One     Fund:   January 2004. Formerly,                     Fund, Inc.,
                          (Each   4       managing partner of                         The Merger
                          Fund            Lexington Capital, LLC                      Fund, and
                          2010)           (investment advisory firm)                  Prospect
                                          from December 1997 until                    Acquisition
                                          December 2003. From                         Corp.
                                          1987 until 1993, Chairman                   (financial
                                          and CEO of Prudential                       services)
                                          Mutual Fund Management.

D. James Guzy, #          Class   Each    Chairman of the Board of           91       Intel
72                        Two     Fund:   PLX Technology (semi-                       Corporation
                          (Each   3       conductors) and of SRC                      (semi-
                          Fund            Computers Inc., with which                  conductors)
                          2011)           he has been associated                      and Cirrus
                                          since prior to 2004.                        Logic
                                                                                      Corporation
                                                                                      (semi-
                                                                                      conductors)

Nancy P. Jacklin, #       Class   Each    Professorial Lecturer at the       91       None
60                        One     Fund:   Johns Hopkins School of
                          (Each   3       Advanced International
                          Fund            Studies and Adjunct
                          2010)           Professor at Georgetown
                                          University Law Center in the
                                          2008-2009 academic year.
                                          Formerly, U.S. Executive
                                          Director of 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.


                                      4





                                                                              Number of
                                                                              Portfolios
                                                                                  in
                              Year                                            Alliance-
                              Term                                            Bernstein       Other
                              as a                                               Fund        Director-
                            Director                                           Complex        ships
      Name, Address*          Will     Years of    Principal Occupation(s)     Overseen      Held by
         and Age             Expire    Service**    During Past 5 Years       by Director    Director
--------------------------- --------   --------- ---------------------------- -----------  --------------
                                                                            
Garry L. Moody, #               Class    Each    Formerly, Partner, Deloitte      90       None
56                              Three    Fund:   & Touche LLP, Vice
                                (Each    1       Chairman, and U.S. and
                                Fund             Global Managing Partner,
                                2012)+           Investment Management
                                                 Services Group 1995-2008.

Marshall C. Turner, Jr., #      Class    Each    Interim CEO of MEMC              91       Xilinx, Inc.
67                              Three    Fund:   Electronic Materials, Inc.                (programmable
                                (Each    3       (semi-conductor and solar                 logic semi-
                                Fund             cell substrates) since                    conductors)
                                2012)+           November 2008 until                       and MEMC
                                                 March 2, 2009. He was                     Electronic
                                                 Chairman and CEO of                       Materials,
                                                 Dupont Photomasks, Inc.                   Inc.
                                                 (components of semi-
                                                 conductor manufacturing),
                                                 2003-2005, and President
                                                 and CEO, 2005-2006, after
                                                 the company was renamed
                                                 Toppan Photomasks, Inc.

Earl D. Weiner, #               Class    Each    Of Counsel, and Partner          91       None
69                              Three    Fund:   prior to January 2007, of
                                (Each    2       the law firm Sullivan &
                                Fund             Cromwell LLP; member of
                                2012)+           ABA Federal Regulation of
                                                 Securities Committee Task
                                                 Force on Fund Director's
                                                 Guidebook, member of
                                                 Advisory Board of
                                                 Sustainable Forestry
                                                 Management Limited.


                                      5





                                                                            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
--------------------- --------  ------------- ---------------------------- ----------- -------------
                                                                        
INTERESTED
DIRECTOR
Robert M. Keith, ++,  Class     Each Fund:    Executive Vice President        None         None
1345 Avenue of the    One       None,         of AllianceBernstein L.P.
Americas,             (AGHIF    standing      (the "Adviser")*** since
New York, NY 10105    2010)+    for election  July 2008. Director of
48                                            AllianceBernstein
                      Class                   Investments, Inc.
                      Two                     ("ABI")*** and the head
                      (ABIF,                  of ABI since July 2008.
                      ANMIF,                  Prior to joining ABI in
                      ACMIF                   2006, Executive Managing
                      and                     Director of Bernstein
                      ANYMIF                  Global Wealth
                      2011)+                  Management, and prior
                                              thereto, Senior Managing
                                              Director and Global Head
                                              of Client Service and Sales
                                              of the Adviser's
                                              institutional investment
                                              management business since
                                              2004. Prior thereto, he was
                                              a Managing Director and
                                              Head of North American
                                              Client Service and Sales in
                                              the Adviser's institutional
                                              investment management
                                              business, with which he
                                              has been associated since
                                              prior to 2004.

--------
*  The address for each of the Fund's disinterested Directors is c/o
   AllianceBernstein L.P., Attn: 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.

***The Adviser and ABI are affiliates of each Fund.

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

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

+  If elected at the Meeting.

++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
   Investment Company Act of 1940 (the "Act"), of each Fund due to his position
   as an Executive Vice President of the Adviser.

                                      6



   The dollar range of the Funds' 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 Funds Fund Complex as of
                               as of February 4, 2009  December 31, 2008
                               ----------------------- ------------------
                                              

      John H. Dobkin           None                      Over $100,000

      Michael J. Downey        ABIF:     $1-$10,000      Over $100,000

      William H. Foulk, Jr.    ABIF:   $10,001-$50,000   Over $100,000

                               AGHIF:  $10,001-$50,000

                               ANMIF:    $1-$10,000

      D. James Guzy            None                     $50,001-$100,000

      Garry L. Moody           ABIF:   $10,001-$50,000   Over $100,000

      Nancy P. Jacklin         AGHIF:  $10,001-$50,000   Over $100,000

      Marshall C. Turner, Jr.  ABIF:   $10,001-$50,000   Over $100,000

      Earl D. Weiner           AGHIF:  $10,001-$50,000   Over $100,000

                               ANYMIF:   $1-$10,000


   During the Funds' fiscal year ended in 2008, the Board of ABIF met 9 times;
of AGHIF, 8 times; of ANMIF, 10 times; of ACMIF, 10 times and of ANYMIF,
10 times. The Funds do not have a policy that requires a Director to attend
annual meetings of stockholders.

   Each Fund's Board 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
of each Fund is to assist the Board in its oversight of a 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 Funds' fiscal year ended in 2008, the Audit Committee of
ABIF met twice; of AGHIF, 3 times; of ANMIF, 3 times; of ACMIF, 3 times; and of
ANYMIF, 3 times. During the Funds' fiscal year ended in 2008, the Governance
and Nominating Committee of ABIF met 4 times; of AGHIF, 5 times; of ANMIF, 4
times; of ACMIF, 4 times; and of ANYMIF, 4 times.

                                      7



   Each 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/Investment Products/Mutual Funds/Closed-End). Pursuant to the charter
of the Governance and Nominating Committee, the Governance and Nominating
Committee assists each Board in carrying out its responsibilities with respect
to governance of a Fund and identifies, evaluates and selects and nominates
candidates for that Board. The Committee also may set standards or
qualifications for Directors. The Committee may consider candidates as
Directors submitted by a Fund's current Board members, officers, the Adviser,
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
Committee, the submission, including all required information, must be
submitted in writing to the attention of the Secretary at the principal
executive offices of a Fund not less than 120 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.

   The function of each 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 a 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. The Fair Value Pricing Committee did not meet during any
Fund's most recently completed fiscal year.

   The function of each 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 Shareholder Inquiry Agency Agreements. During
the Funds' fiscal year ended in 2008, the Independent Directors Committee of
ABIF met 6 times; of AGHIF, 6 times; of ANMIF, 6 times; of ACMIF, 6 times; and
of ANYMIF, 6 times.

                                      8



   Each Board has adopted a process for stockholders to send communications to
the Board of their Fund. To communicate with a Board or an individual Director
of a Fund, a stockholder must send a written communication to that Fund's
principal office at the address listed in the Notice of Joint Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of that
Fund 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.

   None of the Funds pays any fees to, or reimburses expenses of, any Director
during a time when the Director is considered an "interested person" of the
Fund. The aggregate compensation paid by the Funds to the Directors during the
Funds' respective fiscal years ended in 2008, the aggregate compensation paid
to the Directors during calendar year 2008 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 of investment portfolios as to which the
Directors are directors or trustees, are set forth below. Neither the Funds 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
                                                                Companies        Portfolios
                                                                 in the          within the
                                                            AllianceBernstein AllianceBernstein
                                            Compensation      Fund Complex,     Fund Complex,
                                              from the        including the     including the
                        Compensation      AllianceBernstein   Funds, as to      Funds, as to
                          from the          Fund Complex,       which the         which the
                        Funds during        including the     Director is a     Director is a
                       their Fiscal Years   Funds, during      Director or       Director or
  Name of Director     ended in 2008            2008             Trustee           Trustee
---------------------- ------------------ ----------------- ----------------- -----------------
                                                               
John H. Dobkin         $ 5,880   ABIF         $245,470             33                91
                       $ 6,598   AGHIF
                       $ 6,304   ANMIF
                       $ 6,304   ACMIF
                       $ 6,304   ANYMIF

Michael J. Downey      $ 5,880   ABIF         $243,300             33                91
                       $ 5,098   AGHIF
                       $ 5,773   ANMIF
                       $ 5,773   ACMIF
                       $ 5,773   ANYMIF

William H. Foulk, Jr.  $10,555   ABIF         $486,700             35                93
                       $ 9,052   AGHIF
                       $10,684   ANMIF
                       $10,684   ACMIF
                       $10,684   ANYMIF


                                      9





                                                             Number of         Number of
                                                            Investment        Investment
                                                             Companies        Portfolios
                                                              in the          within the
                                                         AllianceBernstein AllianceBernstein
                                         Compensation      Fund Complex,     Fund Complex,
                         Compensation      from the        including the     including the
                           from the    AllianceBernstein   Funds, as to      Funds, as to
                         Funds during    Fund Complex,       which the         which the
                         their Fiscal    including the     Director is a     Director is a
                             Years       Funds, during      Director or       Director or
   Name of Director      ended in 2008       2008             Trustee           Trustee
------------------------ ------------- ----------------- ----------------- -----------------
                                                            
D. James Guzy            $5,880 ABIF       $243,300             33                91
                         $5,098 AGHIF
                         $5,773 ANMIF
                         $5,773 ACMIF
                         $5,773 ANYMIF

Nancy P. Jacklin         $5,880 ABIF       $244,500             33                91
                         $5,098 AGHIF
                         $6,273 ANMIF
                         $6,273 ACMIF
                         $6,273 ANYMIF

Garry L. Moody           $6,544 ABIF       $269,230             32                90
                         $1,345 AGHIF
                         $5,370 ANMIF
                         $5,370 ACMIF
                         $5,370 ANYMIF

Marshall C. Turner, Jr.  $5,880 ABIF       $243,300             33                91
                         $5,098 AGHIF
                         $2,816 ANMIF
                         $2,816 ACMIF
                         $2,816 ANYMIF

Earl D. Weiner           $6,280 ABIF       $261,300             33                91
                         $5,243 AGHIF
                         $6,088 ANMIF
                         $6,088 ACMIF
                         $6,088 ANYMIF


                                      10



   Each Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the applicable Fund. Approval of Proposal
One with respect to each Fund 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
four Directors of each Fund. Any stockholder may revoke that stockholder's
proxy at any time prior to exercise thereof by giving written notice to the
Secretary of the Funds 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 with respect to each Fund 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.

   The Meeting is scheduled as a joint meeting of the stockholders of the Funds
because the stockholders of all the Funds are to consider and vote on the
election of Directors. Stockholders of each Fund will vote separately on the
election of Directors for that Fund and on any other matter that may properly
come before the Meeting for a Fund. An unfavorable vote by the stockholders of
one Fund will not affect the vote on the election of Directors or any other
matter by the stockholders of another Fund.

   A quorum for each Fund 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, if any, of the particular Fund. In the
event that a quorum is not present at the Meeting for a Fund 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 with respect to a Fund are not timely received, the persons
named as proxies may propose and vote for one or more adjournments of the
Meeting with respect to that Fund, 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.

                                      11



   Each Fund has engaged The Altman Group, 60 East 42nd Street, Suite 405, New
York, NY 10165, to assist in soliciting proxies for the Meeting. The Altman
Group will receive a total fee of approximately $6,616 for its services, to be
paid by the Funds as follows: ABIF--$1,598, AGHIF--$1,284, ANMIF--$1,005,
ACMIF--$896 and ANYMIF--$884, plus reimbursement of out-of-pocket expenses.

Other Information

Officers of the Funds

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



                                       Position(s) (Month and Year      Principal Occupation During
Name, Address* and Age                 First Elected)                   Past 5 Years
----------------------                 -------------------------------- ---------------------------------
                                                                  
Robert M. Keith**                      President and Chief Executive    See biography above.
48                                     Officer, all Funds (09/08)

Philip L. Kirstein                     Senior Vice President and        Senior Vice President and
63                                     Independent Compliance Officer,  Independent Compliance
                                       all Funds (10/04)                Officer of the AllianceBernstein
                                                                        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 2003.

Robert (Guy) B. Davidson III           Senior Vice President,           Senior Vice President of the
47                                     ANMIF (4/02)                     Adviser***, with which he has
                                       ACMIF (4/02)                     been associated since prior to
                                       ANYMIF (4/02)                    2004.

Douglas J. Peebles                     Senior Vice President,           Executive Vice President of the
43                                     ANMIF (6/04)                     Adviser***, with which he has
                                       ACMIF (6/04)                     been associated since prior to
                                       ANYMIF (6/04)                    2004.
                                       Vice President,
                                       ABIF (8/02)

Michael G. Brooks                      Vice President,                  Senior Vice President and
60                                     ANMIF (10/05)                    Senior Portfolio Manager of the
                                       ACMIF (10/05)                    Adviser***, with which he has
                                       ANYMIF (10/05)                   been associated since prior to
                                                                        2004.


                                      12





                                       Position(s) (Month and Year    Principal Occupation During
Name, Address* and Age                 First Elected)                 Past 5 Years
----------------------                 ------------------------------ ---------------------------------
                                                                
Fred S. Cohen                          Vice President,                Senior Vice President of the
50                                     ACMIF (10/05)                  Adviser***, with which he has
                                       ANMIF (10/05)                  been associated since prior to
                                       ANYMIF (10/05)                 2004.

Paul J. DeNoon                         Vice President,                Senior Vice President of the
46                                     ABIF (3/93)                    Adviser***, with which he has
                                       AGHIF (4/94)                   been associated since prior to
                                                                      2004.

Gershon M. Distenfeld                  Vice President,                Vice President of the
33                                     ABIF (3/06)                    Adviser***, with which he has
                                                                      been associated since prior to
                                                                      2004.

Terrance T. Hults                      Vice President,                Senior Vice President of the
42                                     ANMIF (12/01)                  Adviser***, with which he has
                                       ACMIF (12/01)                  been associated since prior to
                                       ANYMIF (12/01)                 2004.

Michael L. Mon                         Vice President,                Vice President of the
39                                     ABIF (4/00)                    Adviser***, with which he has
                                                                      been associated since prior to
                                                                      2004.

Matthew S. Sheridan                    Vice President,                Vice President of the
33                                     ABIF (11/08)                   Adviser***, with which he has
                                                                      been associated since prior to
                                                                      2004.

Joseph J. Mantineo                     Treasurer and Chief Financial  Senior Vice President of
49                                     Officer, all Funds (8/06)      AllianceBernstein Investor
                                                                      Services, Inc. ("ABIS")***,
                                                                      with which he has been
                                                                      associated since prior to 2004.

Thomas R. Manley                       Controller,                    Vice President of the
57                                     ANMIF (12/01)                  Adviser***, with which he has
                                       ACMIF (12/01)                  been associated since prior to
                                       ANYMIF (12/01)                 2004.

Phyllis J. Clarke                      Controller,                    Assistant Vice President of
48                                     ABIF (11/08)                   ABIS***, with which she has
                                       AGHIF (11/08)                  been associated since prior to
                                                                      2004.

Emilie D. Wrapp                        Secretary,                     Senior Vice President, Assistant
53                                     all Funds (10/05)              General Counsel and Assistant
                                                                      Secretary of ABI***, with
                                                                      which she has been associated
                                                                      since prior to 2004.

--------
*  The address for the Funds' officers is 1345 Avenue of the Americas, New
   York, New York 10105.
** Mr. Keith was elected as President and Chief Executive Officer of the Funds
   as of September 23, 2008.
***An affiliate of each of the Funds.

                                      13



Stock Ownership

   The outstanding voting shares of ABIF, AGHIF, ANMIF, ACMIF and ANYMIF as of
the Record Date consisted of 242,705,693 shares of common stock of ABIF,
76,336,107 shares of common stock of AGHIF, 28,656,079 shares of common stock
of ANMIF, and 2,677 shares of each of Auction Preferred Shares, Series M,
Series W and Series TH and 1,658 shares of Series T of ANMIF, 8,536,533 shares
of common stock and 1,451 shares of each of Auction Preferred Shares, Series M
and Series T of ACMIF and 4,826,667 shares of common stock and 816 shares of
each of Auction Preferred Shares, Series M and Series T of ANYMIF.

   As of February 4, 2009, the Directors and officers of each Fund, both
individually and as a group, owned less than 1% of the shares of any Fund.
During each 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.

Audit Committee Report

   The following Audit Committee Report was adopted by the Audit Committee of
each 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/Investment Products/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

                                      14



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 Public Company Accounting Oversight Board
Rule 3526, Communications with Audit Committees Concerning Independence, 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 each Fund's Board of Directors:

 John H. Dobkin                         Nancy P. Jacklin
 Michael J. Downey                      Garry L. Moody
 William H. Foulk, Jr.                  Marshall C. Turner, Jr.
 D. James Guzy                          Earl D. Weiner

Approval of Independent Registered Public Accounting Firms by Boards

   The Audit Committee of each 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 each Fund approved
the

                                      15



independent registered public accounting firm of each Fund as required by the
Act on the date specified below. The Boards of Directors of each of the Funds
at meetings held on February 5-7, 2008 (AGHIF), November 4-6, 2008 (ABIF,
ANMIF, ACMIF and ANYMIF), respectively, approved by the vote, cast in person,
of a majority of the Directors of each Fund, including a majority of the
Directors who are not "interested persons" of each Fund, Ernst & Young LLP,
independent registered public accounting firm to audit the accounts (for the
fiscal year ending) of AGHIF (March 31, 2009), ANMIF, ACMIF and ANYMIF (October
31, 2009) and ABIF (December 31, 2009).

   Ernst & Young LLP has audited the accounts of ABIF, AGHIF, ANMIF, ACMIF and
ANYMIF since the respective dates of the commencement of each of the Fund's
operations, and has represented that it does not have any direct financial
interest or any material indirect financial interest in any of the Funds.
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 Firms' Fees

   The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each 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, quarterly press release reviews and preferred stock
maintenance testing (for those Funds that issue preferred stock); (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 any Fund during this period.



                                                                                All Fees for
                                                                                 Non-Audit
                                                                                  Services
                                                                                Provided to
                                                                      All Other  the Fund,
                                                                      Fees for      the
                                                                      Services    Adviser
                                                   Audit              Provided  and Service
                                     Audit Fees Related Fees Tax Fees  to Fund  Affiliates*
                                     ---------- ------------ -------- --------- ------------
                                                              
AllianceBernstein               2007  $74,500     $16,644    $19,875     $0      $  913,227
 Income Fund, Inc.              2008  $80,200     $ 6,373    $35,114     $0      $  879,179

AllianceBernstein               2007  $59,000     $ 5,083    $19,950     $0      $1,007,078
 Global High Income Fund, Inc.  2008  $63,000     $12,200    $10,807     $0      $1,103,883


                                      16





                                                                                       All Fees for
                                                                                        Non-Audit
                                                                                         Services
                                                                                       Provided to
                                                                             All Other  the Fund,
                                                                             Fees for      the
                                                                             Services    Adviser
                                                          Audit              Provided  and Service
                                            Audit Fees Related Fees Tax Fees  to Fund  Affiliates*
                                            ---------- ------------ -------- --------- ------------
                                                                     
AllianceBernstein                      2007  $50,000     $14,959    $12,875     $0       $920,400
 National Municipal Income Fund, Inc.  2008  $53,500     $19,039    $13,300     $0       $994,329

Alliance California                    2007  $50,000     $13,950    $12,875     $0       $919,391
 Municipal Income Fund, Inc.           2008  $53,500     $19,039    $13,300     $0       $994,329

Alliance New York                      2007  $50,000     $13,950    $12,875     $0       $919,391
 Municipal Income Fund, Inc.           2008  $53,500     $19,039    $13,300     $0       $994,329

--------
*  The fees vary because they are presented based on each Fund's last two
   fiscal years and reflect fees for non-audit services for different periods.

   Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Funds' Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to a Fund by the
Fund's independent registered public accounting firm. A 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 2008 are for services pre-approved by each
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 each Fund that
were subject to pre-approval by the Audit Committee for 2008 were ABIF,
$186,254 (comprising $151,140 of audit related fees and $35,114 of tax fees);
AGHIF, $167,771 (comprising $156,964 of audit related fees and $10,807 of tax
fees); ANMIF, $177,103 (comprising $163,803 of audit related fees and $13,300
of tax fees); ACMIF, $177,103 (comprising $163,803 of audit related fees and
$13,300 of tax fees); and ANYMIF, $177,103 (comprising $163,803 of audit
related fees and $13,300 of tax fees). The Audit Committee of each 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 INVESTMENT ADVISER AND THE ADMINISTRATORS OF THE FUNDS

   Each Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The administrator for each of the Funds is
the Adviser.

                                      17



Section 16(a) Beneficial Ownership Reporting Compliance

   Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of each Fund,
among others, file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of shares of
the Funds. During the fiscal year ended 2008 for AGHIF, a statement of initial
beneficial ownership of securities on Form 3 was inadvertently filed late by
the Adviser on behalf of Richard S. Dziadzio, a director of the Adviser.

                                 OTHER MATTERS

   Management of each 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. As of February 12, 2009, the following shareholders
held more than 5% of the specified Fund's shares:



                                                                       Number
Fund               Shareholder (Address)              Class of Shares of Shares Percentage
 ----  ---------------------------------------------- --------------- --------- ----------
                                                                    
ANMIF  First Trust Portfolios L.P, First Trust Advi-  common stock    1,806,559    6.30%
       sors L.P. and The Charger Corporation (120
       East Liberty Drive, Suite 400, Wheaton,
       Illinois 60187)

ANMIF  Citigroup Global Markets, Inc., Citigroup      auction rate        2,728    28.2%
       Financial Products, Inc., Citigroup Global     preferred stock
       Markets Holdings, Inc. and Citigroup, Inc.
       (388 Greenwich Street, New York, New
       York 10013)

ANMIF  UBS AG on behalf of UBS Securities LLC         auction rate        1,004   16.49%
       and UBS Financial Services Inc.                preferred stock
       (Bahnhofstrasse 45, P.O. Box CH-8021,
       Zurich, Switzerland)

ANMIF  Bank of America Corp., Merrill Lynch,          auction rate        1,532   15.80%
       Pierce, Fenner & Smith, Inc. and Bank of       preferred stock
       America N.A. (Bank of America Corporate
       Center, 100 North Tryon Street, Charlotte,
       North Carolina 28255)

ACMIF  First Trust Portfolios L.P., First Trust Advi- common stock      611,667    7.20%
       sors L.P. and The Charger Corporation (120
       East Liberty Drive, Suite 400, Wheaton,
       Illinois 60187)


                                      18





                                                          Class of   Number
 Fund                Shareholder (Address)                 Shares   of Shares Percentage
 ----   ------------------------------------------------- --------- --------- ----------
                                                                  
ACMIF   Citigroup Global Markets, Inc., Citigroup Finan-  auction     1,330      45.8%
        cial Products, Inc., Citigroup Global Markets     rate
        Holdings, Inc. and Citigroup, Inc. (388 Green-    preferred
        wich Street, New York, New York 10013)            stock

ACMIF   UBS AG on behalf of UBS Securities LLC and        auction       344     11.85%
        UBS Financial Services, Inc. (Bahnhofstrasse 45,  rate
        P.O. Box CH-8021, Zurich, Switzerland)            preferred
                                                          stock

ACMIF   Bank of America Corp., Merrill Lynch, Pierce      auction       658     22.70%
        Fenner & Smith, Inc. and Bank of America N.A.     rate
        (Bank of America Corporate Center, 100 North      preferred
        Tryon Street, Charlotte, North Carolina 28255)    stock

ANYMIF  Citigroup Global Markets, Inc., Citigroup Finan-  auction       802      49.1%
        cial Products, Inc., Citigroup Global Markets     rate
        Holdings, Inc. and Citigroup, Inc. (388 Green-    preferred
        wich Street, New York, New York 10013)            stock

ANYMIF  Bank of America Corp, and Merrill Lynch,          auction       553     33.80%
        Pierce, Fenner & Smith Inc. (4 World Financial    rate
        Center, 250 Vesey Street, New York, New York      preferred
        10080)                                            stock

ANYMIF  UBS AG on behalf of UBS Securities LLC and        auction        94      5.76%
        UBS Financial Services Inc. (Bahnhofstrasse 45,   rate
        P.O. Box CH-8021, Zurich, Switzerland)            preferred
                                                          stock


                     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 a Fund must be received by the Fund by October 21,
2009 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 each Fund's Bylaws. To be presented at the 2010 Annual
Meeting of Stockholders, a stockholder proposal that is not otherwise
includable in the Proxy Statement for the 2010 Annual Meeting must be delivered
by a stockholder of record to the Fund no sooner than September 21, 2009 and no
later than October 21, 2009.

                                      19



   The persons named as proxies for the 2010 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 September
21, 2009 and no later than October 21, 2009. If a Fund receives such timely
notice, these persons will not have this authority except as provided in the
applicable rules of the SEC.

                            REPORTS TO STOCKHOLDERS

   Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of its 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 or contact Donavon Diez at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.

                                By Order of the Boards of Directors,

                                Robert M. Keith
                                President
February 18, 2009
New York, New York

                                      20





                    TABLE OF CONTENTS                   Page
                    ----------------------------------- ----
                                                     
                    Introduction.......................   1
                    Proposal One: Election of
                     Directors.........................   2
                    Proxy Voting and Stockholder
                     Meeting...........................  11
                    Information as to the Investment
                     Adviser and the Administrators of
                     the Funds.........................  17
                    Other Matters......................  18
                    Submission of Proposals for the
                     Next Annual Meeting of
                     Stockholders......................  19
                    Reports to Stockholders............  20



                                            AllianceBernstein Income Fund, Inc.
                                AllianceBernstein Global High Income Fund, Inc.
                         AllianceBernstein National Municipal Income Fund, Inc.
                                Alliance California Municipal Income Fund, Inc.
                                  Alliance New York Municipal Income Fund, Inc.

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

                                     [LOGO]
                               ALLIANCEBERNSTEIN
                                  Investments


--------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT

February 18, 2009



FORM OF PROXY                                                      FORM OF PROXY

                 ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.

                 PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
                    STOCKHOLDERS TO BE HELD ON MARCH 31, 2009

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

     The undersigned stockholder of AllianceBernstein Global High Income Fund,
Inc., a Maryland corporation (the "Corporation"), hereby appoints Carol H. Rappa
and Kristine Antoja, 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 3:30 p.m.,
Eastern Time, on March 31, 2009 at the offices of the Corporation, 1345 Avenue
of the Americas, 41st 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 Annual Meeting and accompanying Proxy Statement and revokes any
proxy heretofore given with respect to the 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 HEREOF AND
       RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.

Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, the signature should
be that of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED?                         DO YOU HAVE ANY COMMENTS?


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

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

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



                 ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.

The Board of Directors urges you to vote
"FOR" all Class Three nominees listed
(terms expire 2012) and Class One
nominee listed (term expires 2010).


                                       Please mark votes as in this example: /X/

                                                      WITHHOLD       FOR ALL
1.       Election of Directors       FOR ALL          FROM ALL       EXCEPT AS
                                     NOMINEES         NOMINEES       NOTED BELOW
                                     /     /          /     /        /     /
         Garry L. Moody                                              /     /

         Marshall C. Turner, Jr.                                     /     /

         Earl D. Weiner                                              /     /

         Robert M. Keith                                             /     /

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).

                                         Mark here for address change and note
                                         at left.                            / /
                                         Please be sure to sign, date and
                                         return this Proxy promptly.  You
                                         may use the enclosed envelope.


                                         ---------------------------------------
                                         (Signature of Stockholder)


                                         ---------------------------------------
                                         (Signature of joint owner, if any)


                                         Date __________, 2009


SK 00250 0209 966744