SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

      NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO RULE 23c-2 UNDER
                       THE INVESTMENT COMPANY ACT OF 1940

                        Securities Act File No. 333-82894
                    Investment Company Act File No. 811-10573

             ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
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                               Name of Registrant

                 1345 AVENUE OF THE AMERICAS, NEW YORK, NY 10105
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                      Address of Principal Executive Office

     The undersigned registered closed-end investment company hereby notifies
the Securities and Exchange Commission that it intends to redeem securities of
which it is the issuer, as set forth below in accordance with the requirements
of Rule 23c-2 under the Investment Company Act of 1940 (the "Act"), and states
that it is filing this notice with the Commission pursuant to permission granted
by the Commission staff fewer than 30 days prior to the date set for the
redemption.

     (1)  Title of Class of Securities to be Redeemed:

          AUCTION PREFERRED SHARES ("APS") SERIES M, SERIES T, SERIES W, AND
          SERIES TH

     (2)  Date on Which the Securities are to be Redeemed:

          THE APS WILL BE REDEEMED ON THE SECOND BUSINESS DAY PRECEDING THE
          DIVIDEND PAYMENT DATE FOR EACH SERIES AS FOLLOWS: SERIES M ON JUNE 13,
          2008, SERIES T ON JUNE 9, 2008, SERIES W ON JUNE 10, 2008, AND SERIES
          TH ON JUNE 11, 2008.

     (3)  Applicable Provisions of the Governing Instrument Pursuant to Which
          the Securities are to be Redeemed:

          SECTION 11(a) AND (c) OF PART 1 OF THE ARTICLES SUPPLEMENTARY TO THE
          FUND'S ARTICLES OF INCORPORATION.

     (4)  Number of Shares and the Basis Upon Which the Securities to be
          Redeemed are to be Selected:

     THE FUND INTENDS TO REDEEM, BY LOT (AS DETERMINED BY THE DEPOSITORY TRUST
COMPANY), THE NUMBER OF OUTSTANDING APS SET FORTH BELOW:

          SERIES                                 NUMBER OF SHARES
          ------                                 ----------------

            M                                           438

            T                                           270

            W                                           438

            TH                                          438



     Please note that this notice serves only to disclose a proposed redemption
of each of the APS Series. Such redemption remains subject to the completion of
financing.

                                    SIGNATURE

     Pursuant to Rule 23c-2 under the Act, the registrant has caused this
notification to be duly executed on its behalf in the City of New York and the
State of New York on the 19th day of May 2008.

                          ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

                                            By: /s/ Emilie D. Wrapp
                                                -----------------------
                                            Name:   Emilie D. Wrapp
                                            Title:  Secretary





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