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 Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                      ACM Managed Dollar Income Fund, Inc.
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                (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 Rule 14a6(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):
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     (4) Proposed maximum aggregate value of transaction:
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     (5) Total fee paid:
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/_/  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 OF ALLIANCE CAPITAL]
                                           ACM GOVERNMENT OPPORTUNITY FUND, INC.
                                                   ACM MANAGED INCOME FUND, INC.
                                      ACM MUNICIPAL SECURITIES INCOME FUND, INC.
                                            ACM MANAGED DOLLAR INCOME FUND, INC.
                                     ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
                                  ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
                                        ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
                                 ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                                   ALLIANCE NATIONAL MUNICIPAL INCOME FUND, INC.
                                   ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.

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

                NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
                                March 20, 2003

To the Stockholders of ACM Government  Opportunity  Fund, Inc. ("ACM IV"), ACM
Managed  Income Fund,  Inc. ("ACM V"), ACM Municipal  Securities  Income Fund,
Inc. ("ACM VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"),  Alliance
World Dollar Government Fund, Inc. ("AWDGF"), Alliance World Dollar Government
Fund II, Inc. ("AWDGF II"), Alliance All-Market  Advantage Fund, Inc. ("AMA"),
Alliance California  Municipal Income Fund, Inc. ("ACMIF"),  Alliance National
Municipal  Income Fund, Inc.  ("ANMIF") and Alliance New York Municipal Income
Fund, Inc. ("ANYMIF"):

     Notice is hereby given that a Joint Annual Meeting of  Stockholders  (the
"Meeting") of ACM IV, ACM V, ACM VII, ACM VIII,  AWDGF,  AWDGF II, AMA, ACMIF,
ANMIF 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,  33rd Floor, New York, New York 10105, on
March 20, 2003 at 11:00 a.m. Eastern Time, for the following purposes,  all of
which are more fully  described  in the  accompanying  Proxy  Statement  dated
February 3, 2003:

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

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

     The Board of  Directors  of each Fund has fixed the close of  business on
December  27, 2002 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,
                                    Edmund P. Bergan, Jr.
                                    Secretary
New York, New York

February 4, 2003


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                            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 mark and mail 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.

------------------------------------------------------------------------------
(R) This registered  service mark used under license from the owner,  Alliance
Capital Management L.P.


                                PROXY STATEMENT


                     ACM GOVERNMENT OPPORTUNITY FUND, INC.
                         ACM MANAGED INCOME FUND, INC.
                  ACM MUNICIPAL SECURITIES INCOME FUND, INC.
                     ACM MANAGED DOLLAR INCOME FUND, INC.
                  ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
                ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
                   ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
                ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
                 ALLIANCE NATIONAL 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 20, 2003



                                 INTRODUCTION


     This Proxy Statement is furnished in connection with the  solicitation of
proxies on behalf of the  respective  Boards of  Directors  of ACM  Government
Opportunity  Fund,  Inc. ("ACM IV"), ACM Managed Income Fund,  Inc. ("ACM V"),
ACM Municipal  Securities  Income Fund,  Inc. ("ACM VII"),  ACM Managed Dollar
Income Fund, Inc. ("ACM VIII"),  Alliance World Dollar  Government  Fund, Inc.
("AWDGF"),  Alliance  World  Dollar  Government  Fund II, Inc.  ("AWDGF  II"),
Alliance  All-Market   Advantage  Fund,  Inc.  ("AMA"),   Alliance  California
Municipal  Income Fund, Inc.  ("ACMIF"),  Alliance  National  Municipal Income
Fund,  Inc.  ("ANMIF")  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,  33rd Floor, New York, New York 10105, on
March 20, 2003 at 11:00 a.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 3, 2003.

     The Board of  Directors  of each Fund has fixed the close of  business on
December  27, 2002 as the record date for the  determination  of  stockholders
entitled  to notice of, and to vote at, the Meeting  and any  postponement  or
adjournment thereof. The outstanding voting shares of the Funds as of December
27, 2002 consisted of 12,721,153  shares of common stock of ACM IV, 24,639,197
shares of common stock and 900 shares of Remarketed  Preferred Stock, Series A
of ACM V,  11,007,413  shares  of common  stock  and  3,600  shares of each of
Municipal Income Preferred Shares, Series A, Series B and Series C of ACM VII,
22,398,183  shares of common  stock of ACM  VIII,  8,890,052  shares of common
stock of  AWDGF,  77,850,368  shares of  common  stock of AWDGF II,  3,627,822
shares  of common  stock of AMA,  8,519,002  shares of common  stock and 3,240
shares of each of Auction  Preferred  Shares,  Series M and Series T of ACMIF,
20,471,667  shares  of  common  stock  and  7,800  shares  of each of  Auction
Preferred  Shares,  Series M,  Series T,  Series W and  Series Th of ANMIF and
4,826,667 shares of common stock and 1,800 shares of each of Auction Preferred
Shares,  Series M and Series T of ANYMIF,  each share  being  entitled  to one
vote.

     At the  Meeting,  the  holders  of the  preferred  stock of ACM V and the
holders of each series of preferred stock of ACM VII, ACMIF,  ANMIF and ANYMIF
will have equal  voting  rights with the holders of the common stock of ACM V,
ACM VII, ACMIF, ANMIF and ANYMIF (i.e., one vote per share), respectively, and
will vote together with the holders of ACM V, ACM VII, ACMIF, ANMIF and ANYMIF
common  stock,  respectively,  as a  single  class  on  proposals  that may be
properly  presented at the Meeting  applicable to their respective  Funds. The
holders of the preferred stock of each of these Funds,  voting separately as a
class, have the right to elect two Directors of their Fund. The holders of the
common  stock of these Funds do not have the right to vote with respect to the
election of those two Directors,  In the case of ACM V, ACM VII, ACMIF,  ANMIF
and ANYMIF,  these  preferred stock Directors are Ms. Ruth Block and Dr. James
M.  Hester.  With respect to ACM V and ACM VII, Ms. Ruth Block is standing for
re-election  at the Meeting,  as her current term expires as of then,  and Dr.
Hester is not standing for  re-election  at the Meeting,  as his term does not
expire until 2005. With respect to ACMIF, ANMIF and ANYMIF, both Ms. Block and
Dr. Hester are standing for election at the Meeting.

     All properly  executed and timely  received  proxies will be voted at the
Meeting in  accordance  with the  instructions  marked  thereon  or  otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
(i) proxies  from the holders of the common stock of ACM V and ACM VII will be
voted for the  election  of one  Director,  (ii)  proxies  from the holders of
common  stock of ACM IV, ACM VIII,  AWDGF,  AWDGF II and AMA will be voted for
the election of two Directors, (iii) proxies from the holders of the preferred
stock of ACM V and ACM VII will be voted for the  election  of two  Directors,
(iv) proxies  from the holders of the common stock of ACMIF,  ANMIF and ANYMIF
will be voted for the  election of six  Directors,  and (v)  proxies  from the
holders of the  preferred  stock of ACMIF,  ANMIF and ANYMIF will be voted for
the election of eight Directors. 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 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") or represent a
broker "non-vote"  (which is a proxy from a broker or nominee  indicating that
the broker or nominee has not received  instructions from the beneficial owner
or other person entitled to vote shares on a particular matter with respect to
which the broker or nominee  does not have the  discretionary  power to vote).
The shares represented by such a proxy will be considered present for purposes
of determining  the existence of a quorum for the transaction of business but,
not being  cast,  will have no effect on the  outcome of the  proposals  which
require the  affirmative  vote of a majority or plurality of votes cast at the
meeting.  If any proposal,  other than Proposal One, properly comes before the
Meeting, shares represented by the proxies will be voted on all such proposals
in the discretion of the person, or persons, voting 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
similar  matters.  Stockholders  of each  Fund will  vote  separately  on each
proposal  set forth  herein and on any other  matters  that may arise for that
Fund and an  unfavorable  vote on a proposal by the  stockholders  of one Fund
will not affect the  implementation  of the proposal by any other Fund if such
proposal is approved by the stockholders of the other 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,
except that a quorum for the  election of Ms. Block as a Director of ACM V and
ACM VII and for the  election  of Ms.  Block and Dr.  Hester as a Director  of
ACMIF,  ANMIF and ANYMIF will consist of the presence in person or by proxy of
the holders of a majority of the outstanding  shares of preferred stock of the
respective Funds. 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 any
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.  The Meeting may be adjourned  with respect to fewer
than all of the proposals in the Proxy  Statement,  and a stockholder vote may
be taken on any one of the proposals  prior to any  adjournment  if sufficient
votes have been received for approval thereof.  Shares  represented by proxies
indicating  a vote  contrary  to the  position  recommended  by the  Board  of
Directors on a proposal will be voted against adjournment as to that proposal.

     Each Fund has engaged  Georgeson  Shareholder  Communications,  Inc.,  17
State Street,  New York, New York 10004,  to assist in soliciting  proxies for
the Meeting. Georgeson Shareholder  Communications,  Inc. will receive a total
fee of  $33,900  for its  services,  to be paid by the Funds as  follows:  ACM
IV--$2,700, ACM V--$3,200, ACM VII--$2,700,  ACM VIII--$3,200,  AWDGF--$2,700,
AWDGF    II--$6,700,    AMA--$2,700,    ACMIF--$3,000,    ANMIF--$4,000    and
ANYMIF--$3,000, plus reimbursement of out-of-pocket expenses.

                                 PROPOSAL ONE
                             ELECTION OF DIRECTORS

     At the Meeting, two Directors of each Fund except ACMIF, ANMIF and ANYMIF
will be elected to serve for terms of three  years,  and, in each case,  until
his or her  successor  is elected and  qualifies.  The  affirmative  vote of a
plurality of the votes cast by the stockholders of a Fund is required to elect
a Director,  except that the affirmative vote of a plurality of the votes cast
by the  holders of the  preferred  stock of ACM V and ACM VII is  required  to
elect Ms.  Block as a Director  of these  Funds.  It is the  intention  of the
persons  named  in the  enclosed  proxy to  nominate  and vote in favor of the
election of two individuals in Class Three, as described below.

     With respect to ACMIF, ANMIF and ANYMIF,  eight Directors  (including the
Directors  representing  the Preferred Shares series) will be elected to serve
for terms of one,  two or three  years,  as the case may be,  and until  their
successors are elected and qualify. The affirmative vote of a plurality of the
votes cast by the  stockholders  of a Fund is  required  to elect a  Director,
except that the  affirmative  vote of the  plurality  of the votes cast by the
holders of the Preferred Shares series of ACMIF,  ANMIF and ANYMIF is required
to elect Ms. Block and Dr.  Hester as  Directors.  It is the  intention of the
persons  named  in the  enclosed  proxy to  nominate  and vote in favor of the
election of eight individuals, as described below.

     Pursuant  to the Funds'  respective  Charters  and  Bylaws,  the Board of
Directors of each Fund has been divided  into three  classes.  With respect to
all of the Funds  except  ACMIF,  ANMIF and  ANYMIF,  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 2004 and the
terms  of  Class  Two  Directors  will  expire  as of the  annual  meeting  of
stockholders to be held in 2005. With respect to ACMIF,  ANMIF and ANYMIF, the
terms of Class  Three  Directors  will  expire  as of the  annual  meeting  of
stockholders  to be held in 2006, the terms of Class One Directors will expire
as of the annual meeting of  stockholders  to be held in 2004 and the terms of
Class Two Directors will expire as of the annual meeting of stockholders to be
held in 2005.  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 may be replaced in any one year.  It would require two years 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  and,  under  regulations  of the
Securities and Exchange Commission (the "Commission"), appropriate stockholder
proposals  may be  included  in  the  Funds'  annual  proxy  statements.  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.

     At the Meeting,  Mr. John D. Carifa and Ms. Ruth Block, in Class Three of
each  of  the  Funds,  except  ACMIF,  ANMIF  and  ANYMIF,  are  standing  for
re-election. With respect to ACMIF, AMNIF and ANYMIF, Mr. Carifa and Ms. Block
are standing for election to Class Three, Mr. John H. Dobkin,  Mr. Clifford L.
Michel and Mr.  Donald J.  Robinson are standing for election to Class One and
Mr.  William H. Foulk,  Jr.,  Mr. David H. Dievler and Dr. James M. Hester are
standing for election to Class Two.  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 is set forth below.
With respect to each Fund except ACMIF, ANMIF and ANYMIF,  only Mr. Carifa and
Ms.  Block are  standing for  re-election.  With  respect to ACMIF,  ANMIF and
ANYMIF, each of the eight Directors is standing for election.




                                                                                         Number of
                                                                                         Portfolios
                           Year                           Principal                      in Alliance    Other
                           Term as                        Occupation(s)                  Fund Complex   Directorships
Name, Address              a Director    Years of         During                         Overseen by    Held by
and Age                    Will Expire   Service *        Past 5 Years                   Director       Director
-------                    -----------   ---------        ------------                   --------       --------
                                                                                         
INTERESTED                                                                               114            None
DIRECTOR**
John D. Carifa, 57         Class Three   ACM IV, V: 15    President, Chief Operating
1345 Avenue of the         (2006##)      AWDGF: 11        Officer and a Director of
   Americas,                             ACM VIII,        Alliance Capital Management
New York, NY 10105                       AWDGF II: 10     Corporation, the general
Chairman of the Board of                 ACM VII,         partner of the Adviser
each of the Funds                        AMA: 9           ("ACMC"), with which he has
                                         ACMIF, ANMIF,    been associated since prior
                                         ANYMIF: 1        to 1998.

DISINTERESTED DIRECTORS                                                                  93             None
Ruth Block,#,
72                         Class Three   ACM IV, V: 15    Formerly an Executive Vice
P.O. Box 4623              (2006##)      AWDGF: 11        President and Chief
Stamford, CT                             ACM VIII,        Insurance Officer of The
06903                                    AWDGF II: 10     Equitable Life Assurance
                                         ACM VII,         Society of The United
                                         AMA: 9           States; Chairman and Chief
                                         ACMIF, ANMIF,    Executive Officer of
                                         ANYMIF: 1        Evlico;  a Director of Avon,
                                                          BP Amoco Corporation (oil
                                                          and gas), Ecolab, Inc.
                                                          (specialty chemicals),
                                                          Tandem Financial Group and
                                                          Donaldson, Lufkin & Jenrette
                                                          Securities Corporation.

David H. Dievler,#,        Class One     ACM IV, V: 15    Independent Consultant.        98             None
73                         (ACM VIII,    AWDGF: 11        Until December 1994 he was
P.O. Box 167,              AWDGF,        ACM VIII,        Senior Vice President of
Spring Lake, NJ            AWDGF II      AWDGF II: 10     ACMC responsible for mutual
07762                      and AMA       ACM VII,         fund administration. Prior
                           2004)         AMA: 9           to joining ACMC in 1984, he
                                         ACMIF, ANMIF,    was Chief Financial Officer
                                         ANYMIF: 1        of Eberstadt Asset
                           Class Two                      Management since 1968. Prior
                           (ACM IV, V                     to that, he was Senior
                           and VII                        Manager at Price Waterhouse
                           2005)                          & Co.  Member of the
                                                          American Institute of
                           Class Two                      Certified Public Accountants
                           (ACMIF,                        since 1953.
                           ANMIF and
                           ANYMIF 2005##)

John H. Dobkin,#,          Class One     ACM VIII,        Consultant. He was formerly    94             None
60                         (ACM IV,      AWDGF: II: 10    a Senior Adviser (June
P.O. Box 12,               V and VII     AMA: 9           1999-June 2000) and
Annandale, NY              2004)         ACM IV, V,       President (December 1989-May
12504                                    VII: 5           1999) of Historic Hudson
                                         ACMIF, ANMIF,    Valley (historic
                           Class One     ANYMIF: 1        preservation). Previously,
                           (ACMIF,                        he was Director of the
                           ANMIF and                      National Academy of Design.
                           ANYMIF                         During 1988-92, he was
                           2004##)                        Director and Chairman of the
                                                          Audit Committee of ACMC.

                           Class Two
                           (ACM VIII,
                           AWDGF,
                           AWDGF II
                           and AMA
                           2005)

William H. Foulk, Jr.,#,   Class Two     AWDGF: 11        Investment Adviser and         110            None
70                         (ACM IV, V,   ACM VIII,        Independent Consultant. He
2 Sound View Drive         VII and       AWDGF II: 10     was formerly Senior Manager
Suite 100                  VIII,         AMA: 9           of Barrett Associates, Inc.,
Greenwich, CT              AWDGF,        ACM IV, V,       a registered investment
06830                      AWDGF II      VII: 5           adviser, with which he had
                           and AMA       ACMIF, ANMIF     been associated since prior
                           2005)         ANYMIF: 1        to 1998. He was formerly
                                                          Deputy Comptroller of the
                                                          State of New York and, prior
                           Class Two                      thereto, Chief Investment
                           (ACMIF,                        Officer of the New York Bank
                           ANMIF and                      for Savings.
                           ANYMIF
                           2005##)


Dr. James M. Hester,#,     Class Two     ACM IV, V: 15    President of The Harry Frank   11             None
78                         (ACM IV, V,   AWDGF: 11        Guggenheim Foundation, with
25 Cleveland Lane          VII and       ACM VIII,        which he has been associated
Princeton, NJ 08540        VIII,         AWDGF II: 10     since prior to 1998. He was
                           AWDGF,        ACM VII,         formerly President of New
                           AWDGF II      AMA: 9           York University and the New
                           and AMA       ACMIF, ANMIF,    York Botanical Garden. He
                           2005)         ANYMIF: 1        was formerly Rector of the
                                                          United Nations University
                                                          and Vice Chairman of the
                           Class Two                      Board of the Federal Reserve
                           (ACMIF,                        Bank of New York.
                           ANMIF and
                           ANYMIF
                           2005##)

Clifford L. Michel,#,      Class One     ACM IV, V: 15    Senior Counsel of the law      93             Placer Dome
63                         (ACM IV, V,   AWDGF: 11        firm of Cahill Gordon &                       Inc.
15 St. Bernard's Road      VII and       ACM VIII,        Reindel since February 2001,
Gladstone, NJ              VIII,         AWDGF II: 10     and a partner of that firm
07934                      AWDGF,        ACM VII,         for more than twenty-five
                           AWDGF II      AMA: 9           years prior thereto. He is
                           and AMA       ACMIF, ANMIF,    President and Chief
                           2004)         ANYMIF: 1        Executive Officer of Wenonah
                                                          Development Company
                                                          (investments) and a Director
                           Class One                      of Placer Dome Inc. (mining).
                           (ACMIF,
                           ANMIF and
                           ANYMIF
                           2004##)

Donald J. Robinson,#,      Class One     ACM IV, V,       Senior Counsel to the law      92             None
68                         (ACM IV, V,   VII and VIII,    firm of Orrick, Herrington &
98 Hell's Peak Road        VII and       AWDGF,           Sutcliffe LLP since prior to
Weston, VT                 VIII,         AWDGF II         1998. He was formerly a
05161                      AWDGF,        and AMA: 7       senior partner and a member
                           AWDGF II      ACMIF, ANMIF,    of the Executive Committee
                           and AMA       ANYMIF: 1        of that firm. He was
                           2004)                          formerly a member of the
                                                          Municipal Securities
                                                          Rulemaking Board and a
                           Class One                      Trustee of the Museum of the
                           (ACMIF,                        City of New York.
                           ANMIF and
                           ANYMIF
                           2004##)



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

* "Years of  Service"  refers to the total  number of years the  Director  has
served as a Director.

** "Interested  person",  as defined in the Investment Company Act of 1940, as
amended (the "Act"),  of each Fund because of an  affiliation  with the Funds'
investment adviser, Alliance Capital Management L.P. (the "Adviser").

# Member of the Audit Committee and the Nominating Committee of each Fund.

## If elected or re-elected, as the case may be, at the Meeting.


     It is the policy of the Boards of Directors of all registered  investment
companies  to  which  the  Adviser  provides   investment  advisory  services,
including the Funds  (collectively,  the "Alliance Fund  Complex"),  that each
Director will invest specified  minimum  amounts,  and (in the case of most of
the Directors of the Funds) an overall total of at least  $150,000,  in shares
of investment companies in the Alliance Fund Complex.

     The dollar range of the Funds'  securities owned by each Director and the
aggregate dollar range of securities owned in the Alliance Fund Complex is set
forth below.

                                                        Aggregate Dollar Range
                                                        of Equity Securities of
                          Dollar Range of Equity        the Funds in the
                          Securities of the Funds       Alliance Fund Complex
                          as of December 31, 2002       as of December 31, 2002
                          -----------------------       -----------------------

John D. Carifa            AWDGF II:   $1-$10,000             over $100,000
                          AMA         $10,001-$50,000

Ruth Block                ACM V:      $10,001-$50,000        over $100,000
                          ACM VIII:   $10,001-$50,000
                          AWDGF II:   $10,001-$50,000
                          AMA:        $10,001-$50,000

David H. Dievler          ACM IV:     $1-$10,000             over $100,000
                          AWDGF II:   $1-$10,000
                          AMA:        $10,001-$50,000

John H. Dobkin            AWDGF II:   $1-$10,000             over $100,000
                          AMA:        $10,001-$50,000

William H. Foulk, Jr.     ACM IV:     $1-$10,000             over $100,000
                          ACM V:      $1-$10,000
                          ACM VII:    $1-$10,000
                          ACM VIII:   $1-$10,000
                          AWDGF:      $1-$10,000
                          AWDGF II:   $1-$10,000
                          AMA:        $10,001-$50,000

Dr. James M. Hester       ACM IV:     $1-$10,000             over $100,000
                          ACM V:      $1-$10,000
                          AWDGF:      $1-$10,000
                          AMA:        $10,001-$50,000
                          ANYMIF:     over $100,000

Clifford L. Michel        ACM IV:     $1-$10,000             over $100,000
                          ACM V:      $1-$10,000
                          ACM VII:    $10,001-$50,000
                          ACM VIII:   $1-$10,000
                          AWDGF:      $10,001-$50,000
                          AWDGF II:   $1-$10,000
                          AMA:        $10,001-$50,000

Donald J. Robinson        ACM V:      $1-$10,000             over $100,000
                          ACM VIII:   $1-$10,000
                          AMA:        $10,000-$50,000


     As of December 27,  2002,  the  Directors  and officers of each Fund as a
group  owned less than 1% of the shares of any Fund.  During  each Fund's most
recently completed fiscal year, the Funds' 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.

     During its fiscal year ended in 2002,  the Board of  Directors  of ACM IV
met 5 times;  of ACM V, 5 times; of ACM VII, 6 times; of ACM VIII, 5 times; of
AWDGF, 5 times;  of AWDGF II, 8 times;  of AMA, 5 times; of ACMIF, 8 times; of
ANMIF, 8 times; and of ANYMIF, 8 times. Each Fund's Board of Directors has two
standing  committees  of  the  Board,  an  Audit  Committee  and a  Nominating
Committee.  The members of the Audit and Nominating  Committees are identified
above in the table listing Directors of the Funds. The Audit Committee of each
Fund  meets  during the fiscal  year for the  purposes  set forth in the Audit
Committee  Charter.  The Audit  Committee of each of the Funds  except  ACMIF,
ANMIF and ANYMIF met 3 times  during  their  Fund's  most  recently  completed
fiscal year, and the Audit  Committee of ACMIF,  ANMIF and ANYMIF met one time
during its most recently  completed  fiscal year. The Nominating  Committee of
each of the Funds did not meet  during the  Funds'  respective  most  recently
completed  fiscal year. The Nominating  Committees  were  constituted  for the
purpose of nominating persons to fill any vacancies on the Boards of Directors
and  do  not  currently  consider  for  nomination   candidates   proposed  by
stockholders.

     In accordance with the rules of the New York Stock  Exchange,  the Boards
of Directors  have  determined  that the members of the Audit  Committees  are
independent  as  defined in  Section  303.01(B)(2)(a)  and (3) of the New York
Stock Exchange Listed Company Manual.

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, as defined in the Act. The aggregate  compensation  paid by the Funds to
the Directors  during the Funds'  respective  fiscal years ended in 2002,  the
aggregate  compensation paid to the Directors during calendar year 2002 by all
of the investment companies in the Alliance Fund Complex, and the total number
of investment companies in the Alliance 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 Alliance 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 within
                                                                        in the Alliance       the Alliance
                                                   Compensation         Fund Complex,         Fund Complex,
                            Compensation from      from the Alliance    including the         including the
                            the Funds during       Fund Complex,        Funds, as to which    Funds, as to which
                            their Fiscal Years     including the        the Director is a     the Director is a
Name of Director            ended in 2002          Funds, during 2002   Director or Trustee   Director or Trustee
----------------            -------------          ------------------   -------------------   -------------------
                                                                                  

John D. Carifa              $-0                    $-0                  53                    114

Ruth Block                  $3,718 ACM IV          $192,600             43                    93
                            $3,718 ACM V
                            $3,711 ACM VII
                            $4,484 ACM VIII
                            $5,151 AWDGF
                            $6,189 AWDGF II
                            $4,484 AMA
                            $1,936 ACMIF
                            $1,935 ANMIF
                            $1,935 ANYMIF

David H. Dievler            $3,717 ACM IV          $246,238             48                    98
                            $3,717 ACM V
                            $3,710 ACM VII
                            $4,483 ACM VIII
                            $5,150 AWDGF
                            $7,179 AWDGF II
                            $4,483 AMA
                            $2,436 ACMIF
                            $2,432 ANMIF
                            $2,432 ANYMIF

John H. Dobkin              $3,727 ACM IV          $217,888             45                    94
                            $3,727 ACM V
                            $3,720 ACM VII
                            $4,493 ACM VIII
                            $5,160 AWDGF
                            $6,189 AWDGF II
                            $4,493 AMA
                            $1,945 ACMIF
                            $1,944 ANMIF
                            $1,944 ANYMIF

William H. Foulk, Jr.       $3,727 ACM IV          $241,700             49                    110
                            $3,727 ACM V
                            $3,720 ACM VII
                            $4,493 ACM VIII
                            $5,160 AWDGF
                            $7,189 AWDGF II
                            $4,493 AMA
                            $1,945 ACMIF
                            $1,944 ANMIF
                            $1,944 ANYMIF

Dr. James M. Hester         $6,063 ACM IV          $91,250              11                    11
                            $7,695 ACM V
                            $7,633 ACM VII
                            $9,383 ACM VIII
                            $10,428 AWDGF
                            $8,609 AWDGF II
                            $9,382 AMA
                            $4,633 ACMIF
                            $4,632 ANMIF
                            $4,632 ANYMIF

Clifford L. Michel          $3,718 ACM IV          $201,950             44                    93
                            $3,718 ACM V
                            $3,711 ACM VII
                            $4,484 ACM VIII
                            $5,151 AWDGF
                            $6,189 AWDGF II
                            $4,484 AMA
                            $2,437 ACMIF
                            $2,433 ANMIF
                            $2,435 ANYMIF

Donald J. Robinson          $3,727 ACM IV          $193,100             43                    92
                            $3,727 ACM V
                            $3,720 ACM VII
                            $4,493 ACM VIII
                            $5,161 AWDGF
                            $6,189 AWDGF II
                            $4,494 AMA
                            $1,946 ACMIF
                            $1,945 ANMIF
                            $1,945 ANYMIF



Officer Information

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

                           Position(s)
Name,                      (Month and Year             Principal Occupation
Address and Age*           Year First Elected)         during the past 5 years
----------------           -------------------         -----------------------


John D. Carifa (57)        Chairman of the Board of:   See biography on page 4.
                           ACM VIII (4/95)
                           AWDGF (4/95)
                           AWDGF II (4/95)
                           AMA (1/95)
                           ACMIF (11/01)
                           ANMIF (11/01)
                           ANYMIF (11/01)
                           President of:
                           ACM IV (12/94)
                           ACM V (12/94)
                           ACM VII (12/94)
                           AMA (1/95)
                           ACMIF (11/01)
                           ANMIF (11/01)
                           ANYMIF (11/01)

Kathleen A. Corbet (42)    Senior Vice President,      Executive Vice President
                           ACM IV (4/96)               of ACMC,** with which
                           ACM V (4/00)                she has been associated
                           ACM VII (4/95)              since prior to 1998.
                           ACM VIII (6/95)
                           AWDGF (6/95)
                           AWDGF II (6/95)
                           AMA (9/94)
                           ACMIF (11/01)
                           ANMIF (11/01)
                           ANYMIF (11/01)

Alfred Harrison (65)       AMA Senior Vice President   Vice Chairman and
                           (9/94)                      Director of ACMC,** with
                                                       which he has been
                                                       associated since prior
                                                       to 1998.

Guy Davidson (41)          Senior Vice President,      Senior Vice President of
                           ACM VII                     ACMC,** with which he
                           ACMIF (11/01)               has been associated
                           ANMIF (11/01)               since prior to 1998.
                           ANYMIF (11/01)

Thomas J. Bardong (57)     AMA Vice President (4/95)   Senior Vice President of
                                                       ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

Matthew Bloom (46)         ACM V Vice President (4/01) Senior Vice President of
                                                       ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

George D. Caffrey (49)     Vice President,             Vice President of ACMC**
                           ACM V (10/00)               and a Portfolio Manager
                           ACM VIII (10/00)            since January 2000. He
                                                       was with the High Yield
                                                       Bond Group at AIG Global
                                                       Investment Corp. since
                                                       prior to 1998.

Paul J. DeNoon (40)        Vice President,             Senior Vice President of
                           ACM IV (9/94)               ACMC,** with which he
                           ACM V (10/00)               has been associated
                           ACM VIII (10/00)            since prior to 1998.
                           AWDGF (12/92)
                           AWDGF II (4/94)

David M. Dowden (37)       Vice President,             Senior Vice President of
                           ACM VII (4/95)              ACMC,** with which he
                           ACMIF (12/01)               has been associated
                           ANMIF (12/01)               since 1998.
                           ANYMIF (12/01)

Terrance T. Hults (36)     Vice President,             Vice President of
                           ACM VII (12/95)             ACMC,** with which he
                           ACMIF (12/01)               has been associated
                           ANMIF (12/01)               since prior to 1998.
                           ANYMIF (12/01)

John A. Koltes (60)        AMA Vice President (9/94)   Senior Vice President of
                                                       ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

Michael L. Mon (33)        ACM IV Vice President       Vice President of ACMC,**
                           (7/99)                      with which he has been
                                                       associated since June
                                                       1999. Prior thereto he
                                                       was a portfolio manager
                                                       at Brundage, Story and
                                                       Rose since 1998.

Daniel Nordby (58)         AMA Vice President (4/99)   Senior Vice President of
                                                       ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

William E. Oliver (53)     ACM VII Vice                Senior Vice President of
                           President (6/93)            ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

Michael J. Reilly (38)     AMA Vice President (9/94)   Senior Vice President of
                                                       ACMC,** with which he
                                                       has been associated
                                                       since prior to 1998.

Mark D. Gersten (52)       Treasurer and               Senior Vice President of
                           Chief Financial Officer,    Alliance Global Investor
                           ACM IV (6/88)               Services, Inc.
                           ACM V (7/88)                ("AGIS")** and a Vice
                           ACM VII (2/93)              President of Alliance
                           ACM VIII (9/93)             Fund Distributors, Inc.
                           AWDGF (3/93)                ("AFD"),** with which he
                           AWDGF II (4/94)             has been associated since
                           AMA (9/94)                  prior to 1998.
                           ACMIF (12/01)
                           ANMIF (12/01)
                           ANYMIF (12/01)

Vincent S. Noto (38)       Controller,                 Vice President of
                           ACM IV (4/96)               AGIS,** with which he
                           ACM V (4/96)                has been associated
                           ACM VII (4/96)              since prior to 1998.
                           AWDGF (4/96)
                           AWDGF II (4/96)
                           AMA (4/96)

Edmund P. Bergan, Jr. (52) Secretary,                  Senior Vice President and
                           ACM IV (6/88)               the General Counsel of
                           ACM V (7/88)                AFD** and AGIS,** with
                           ACM VII (2/93)              which he has been
                           ACM VIII (9/93)             associated since prior to
                           AWDGF (3/93)                1998.
                           AWDGF II (4/94)
                           AMA (9/94)
                           ACMIF (11/01)
                           ANMIF (11/01)
                           ANYMIF (11/01)

Thomas R. Manley (51)      Controller,                 Vice President of
                           ACM VII (4/99)              ACMC,** with which he
                           ACMIF (12/01)               has been associated
                           ANMIF (12/01)               since prior to 1998.
                           ANYMIF (12/01)


* The address for the Funds'  officers  is 1345  Avenue of the  Americas,  New
York, New York 10105.

** An affiliate of each of the Funds.

Audit Committee Report

     Each Fund's  Board of  Directors  has  adopted a written  charter for the
Fund's Audit Committee.  The purposes of the Audit Committees are set forth in
the Audit  Committee  Charters.  The role of each Audit Committee is to assist
the Board of Directors  in its  oversight  of the Fund's  financial  reporting
process. As set forth in the Audit Committee Charter,  management of each 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
accountants are responsible for auditing the Fund's  financial  statements and
expressing  an  opinion  as  to  their  conformity  with  generally   accepted
accounting principles.

     The Audit  Committee of the Board of Directors of each Fund will normally
meet three times  during each full  fiscal  year with  representatives  of the
independent  accountants to discuss and review various matters as contemplated
by the Audit Committee Charter.  In the performance of its oversight function,
each Audit  Committee  has  considered  and  discussed  the audited  financial
statements with  management and the independent  accountants of its Fund. Each
Audit  Committee  has also  discussed  with the  independent  accountants  the
matters  required to be discussed by Statement on Auditing  Standards  No. 61,
Communication  with Audit  Committees,  as  currently  in  effect.  Each Audit
Committee has also considered  whether the provision by its Fund's independent
accountants of non-audit services to the Fund, and of professional services to
the Adviser and  affiliates of the Adviser that provide  services to the Fund,
is compatible  with  maintaining the  independent  accountants'  independence.
Finally,  each Audit  Committee has received the written  disclosures  and the
letter from the independent  accountants  required by  Independence  Standards
Board  Standard No. 1,  Independence  Discussions  with Audit  Committees,  as
currently in effect,  and has discussed with the  independent  accountants the
independent accountants' independence.

     The members of the Funds' Audit Committees are not professionally engaged
in the practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence.  Members
of  the  Audit  Committees  rely  without  independent   verification  on  the
information provided to them and on the representations made by management and
the independent accountants. Accordingly, the Audit Committees' oversight does
not provide an independent  basis to determine that  management has maintained
appropriate  accounting  and financial  reporting  principles  or  appropriate
internal controls and procedures designed to assure compliance with accounting
standards  and  applicable  laws  and  regulations.   Furthermore,  the  Audit
Committees'  considerations  and  discussions  referred to above do not assure
that the audits of the Funds'  financial  statements  have 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 Funds' accountants are 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
Committees referred to above and in the Audit Committee  Charters,  each 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 period.

Submitted by the Audit Committees of the Boards of Directors

Ruth Block                Dr. James M. Hester
David H. Dievler          Clifford L. Michel
John H. Dobkin            Donald J. Robinson
William H. Foulk, Jr.

Independent Accountants

The Boards of Directors of each of the Funds at meetings  held on December 10,
2001  (ACMIF,  ANMIF and ANYMIF),  January 22, 2002 (AWDGF II),  July 17, 2002
(ACM IV,  ACM V and ACM  VIII) and  September  21,  2002 (ACM VII and  AWDGF),
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, as defined in the Act,  Ernst & Young LLP,
independent accountants to audit the accounts of AWDGF II (for the fiscal year
ending March 31, 2003),  ACM IV (July 31, 2003),  ACM V (August 31, 2003), ACM
VIII  (September  30, 2003),  ACM VII (October 31, 2003),  AWDGF  (October 31,
2003),  ACMIF (October 31, 2003), ANMIF (October 31, 2003) and ANYMIF (October
31,  2003).  The Board of  Directors  of AMA at a meeting  held July 17,  2002
similarly  approved by vote, cast in person, of a majority of the Directors of
the Fund,  including  a  majority  of the  Directors  who are not  "interested
persons" of the Fund,  PricewaterhouseCoopers LLP, independent accountants, to
audit the accounts of AMA for the fiscal year ending  September  30, 2003.  In
reliance  on Rule 32a-4 under the Act,  the Funds are not seeking  stockholder
ratification of the selection of their independent accountants.

     Ernst & Young LLP has audited the  accounts of ACM IV, ACM VII, ACM VIII,
AWDGF,  AWDGF II,  ACMIF,  ANMIF and  ANYMIF  since  the  respective  dates of
commencement  of each such  Fund's  operations,  and of ACM V since its fiscal
year ended  August 31,  1990,  and has  represented  that it does not have any
direct financial  interest or any material indirect  financial interest in any
of the Funds. PricewaterhouseCoopers LLP has audited the accounts of AMA since
the Fund's  commencement  of operations and has  represented  that it does not
have any direct financial interest or any material indirect financial interest
in the Fund.  Representatives of Ernst & Young LLP and  PricewaterhouseCoopers
LLP are expected to attend the Meeting and to have the  opportunity  to make a
statement and respond to appropriate questions from the stockholders.

Independent Accountants' Fees

     The  following  table  sets  forth  the  aggregate  fees  billed  by  the
independent   accountants   for  each  Fund's  most  recent  fiscal  year  for
professional  services  rendered  for:  (i) the  audit  of the  Fund's  annual
financial  statements and the review of financial  statements  included in the
Fund's reports to stockholders;  (ii) financial information systems design and
implementation  services  provided to the Fund,  the Adviser and entities that
control,  are  controlled  by or under  common  control  with the Adviser that
provide services to the Fund;  (iii) all other services  provided to the Fund;
and (iv) all other services provided to the Adviser and entities that control,
are  controlled  by or under  common  control  with the Adviser  that  provide
services to the Fund ("Adviser Affiliates").
                                                                 All
                                    Financial                    Other Fees for
                                    Information    All           Services
                                    Systems        Other Fees*   Provided
                                    Design and     for Services  to the Adviser
                          Audit     Implementation Provided to   and Adviser
                          Fees      Fees           Fund          Affiliates*
                          ----      -------------- -----------   --------------


ACM Government
   Opportunity Fund, Inc. $40,000   $-0-           $27,417       $815,596
ACM Managed Income
   Fund, Inc.             $43,000   $-0-           $38,893       $703,161
ACM Municipal Securities
   Income Fund, Inc.      $40,000   $-0-           $33,782       $612,361
ACM Managed Dollar
   Income Fund, Inc.      $48,000   $-0-           $20,073       $714,661
Alliance World Dollar
   Government Fund, Inc.  $48,000   $-0-           $24,942       $612,361
Alliance World Dollar
   Government Fund II,
   Inc.                   $48,000   $-0-           $26,169       $838,986
Alliance All-Market
   Advantage Fund, Inc.   $38,000   $-0-           $23,235       $1,119,664
Alliance California
   Municipal Income
   Fund, Inc.             $22,500   $-0-           $26,000       $612,361
Alliance National
   Municipal Income
   Fund, Inc.             $22,500   $-0-           $26,000       $612,361
Alliance New York
   Municipal Income
   Fund, Inc.             $22,500   $-0-           $24,000       $612,361

* The fees vary  significantly  because they are presented based on the Funds'
respective most recently  completed  fiscal years. The fees listed in the last
column are not  cumulative.  In other words,  the same fee may be reflected in
more than one Fund's listing.

The  Board  of  Directors  of  each  Fund  unanimously   recommends  that  the
stockholders  of each Fund vote FOR the election or  re-election,  as the case
may be, of each Fund's  foregoing  nominees as fully  described  in this Proxy
Statement, to serve as a Director of his or her respective Fund.



                          INFORMATION AS TO THE INVESTMENT ADVISER
                            AND THE ADMINISTRATORS OF THE FUNDS

     Each Fund's investment  adviser is Alliance Capital Management L.P., 1345
Avenue of the Americas,  New York, New York 10105. The  administrator  for ACM
IV, ACM VII, AWDGF,  AWDGF II , AMA,  ACMIF,  ANMIF and ANYMIF is the Adviser.
Prudential  Investments Fund Management LLC, Gateway Center Three, Newark, New
Jersey 07102, serves as  sub-administrator  for ACM VII. The administrator for
ACM V and ACM VIII is Princeton  Administrators,  L.P., 500 College Road East,
Princeton, New Jersey 08540.

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 and
the Directors of ACMC, among others, file with the Commission and the New York
Stock  Exchange  initial  reports  of  ownership  and  reports  of  changes in
ownership  of shares of the  Funds.  During the fiscal  year ended  2002,  for
ACMIF, ANMIF and ANYMIF, initial reports of beneficial ownership of securities
on Form 3 were  inadvertently  filed  late on  behalf  of  Edmund  P.  Bergan,
Secretary of each these Funds;  Kathleen A. Corbet,  Senior Vice  President of
each of these  Funds;  Guy  Davidson,  Senior Vice  President of each of these
Funds;  David  M.  Dowden,  Vice  President  of each of these  Funds;  Mark D.
Gersten,  Treasurer  of  each  of  these  Funds;  Jose  Hernandez,   Assistant
Controller of each of these Funds;  Terrance T. Hults,  Vice President of each
of these Funds; Thomas R. Manley,  Controller of each of these Funds;  Vincent
S. Noto,  Assistant  Controller of each of these Funds; and Domenick Pugliese,
Assistant  Secretary of each of these Funds.  Each of these reports  reflected
that the filer is a reporting  person required to file Form 3 by virtue of his
or her position with these Funds.  None of these filers own any  securities of
these Funds,  nor do the reports relate to any  transactions  in securities of
these Funds.

                                 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 December 27, 2002, Aon Corporation and Combined  Insurance  Company
of  America,  each  with an  address  of 200 East  Randolph  Street,  Chicago,
Illinois 60601,  were believed by management of ACM IV to beneficially  own an
aggregate of 4,635,536 shares,  or 36.44%, of the outstanding  common stock of
ACM IV.

                     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 7,
2003 for  inclusion in such 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.

     The persons named as proxies for the 2004 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, except ACMIF, ANMIF or ANYMIF, receives notice of the
matter by December  19, 2003 (or such  earlier  date as may be specified by an
advance notice  provision,  if any, in the Fund's Bylaws),  and in the case of
ACMIF, ANMIF and ANYMIF,  receives notice of the matter no sooner than October
7, 2003 and no later than  November 6, 2003.  If a Fund  receives  such timely
notice,  these persons will not have this authority  except as provided in the
applicable rules of the Commission.

                            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  Alliance  Global  Investor
Services  at (800)  227-4618  or write to Gary  Beckham  at  Alliance  Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105.

                                       By Order of the Boards of Directors,
                                       Edmund P. Bergan, Jr.
                                       Secretary
February 4, 2003

New York, New York




                               TABLE OF CONTENTS

                                                                          Page


Introduction                                                                 1
Proposal One: Election of Directors                                          4
Information as to the Investment Adviser
  and the Administrators of the Funds                                       17
Other Matters                                                               17
Submission of Proposals for the Next Annual Meeting of Stockholders         17
Reports to Stockholders                                                     18





                     ACM Government Opportunity Fund, Inc.
                         ACM Managed Income Fund, Inc.
                  ACM Municipal Securities Income Fund, Inc.
                     ACM Managed Dollar Income Fund, Inc.
                  Alliance World Dollar Government Fund, Inc.
                Alliance World Dollar Government Fund II, Inc.
                   Alliance All-Market Advantage Fund, Inc.
                Alliance California Municipal Income Fund, Inc.
                 Alliance National Municipal Income Fund, Inc.
                 Alliance New York Municipal Income Fund, Inc.

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                          [LOGO OF ALLIANCE CAPITAL]
                       Alliance Capital Management L.P.
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NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
March 20, 2003


00250.0209 #373966



PROXY                 ACM MANAGED DOLLAR INCOME FUND, INC.                 PROXY

                 PROXY IN CONNECTION WITH THE ANNUAL MEETING OF
                    STOCKHOLDERS TO BE HELD ON MARCH 20, 2003

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

          The undersigned stockholder of ACM Managed Dollar Income Fund, Inc., a
Maryland corporation (the "Corporation"), hereby appoints Carol H. Rappa and
Christina A. Santiago, 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 11:00 a.m.,
Eastern Time, on March 20, 2003 at the offices of the Corporation, 1345 Avenue
of the Americas, 33rd 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.

NOTE: 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?

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

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


                      ACM MANAGED DOLLAR INCOME FUND, INC.

     Your Board of Directors
     urges you to vote "FOR" the
     election of all Nominees.

                                       Please mark votes as in this example: /X/

1.   Election of Directors                          WITHHOLD    FOR ALL
                                        FOR ALL     FROM ALL    EXCEPT AS
                                        NOMINEES    NOMINEES    NOTED BELOW
                                        /_/         /_/         /_/
     Class Three Nominees
     (term expires 2006):

     John D. Carifa                                             /_/
     Ruth Block                                                 /_/

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 __________, 2003

00250.0209 #380099