SC TO-I/A

As filed with the Securities and Exchange Commission on December 19, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

AllianceBernstein National Municipal Income Fund, Inc.

(Name of Subject Company (issuer))

AllianceBernstein National Municipal Income Fund, Inc.

(Name of Filing Person (offeror))

Auction Preferred Shares, Series M, Series T, Series W and Series TH, Par Value

$0.001 Per Share

(Title of Class of Securities)

01864V203

01864V302

01864V401

01864V500

(CUSIP Number of Class of Securities)

Emilie D. Wrapp

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(800) 221-5672

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Paul M. Miller

Seward & Kissel LLP

901 K Street, NW

Suite 800

Washington, D.C. 20001

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$ 90,973,437.50(a)	$ 11,025.98(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 3,685 shares in the offer, based upon a price of 98.75% of the liquidation preference of $25,000 per share (or $24,687.50 per share).

(b) Previously paid in connection with the initial filing of the Schedule TO on November 9, 2018. Calculated at $121.20 per $1,000,000 of the Transaction Valuation.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

¨ third party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

ITEMS 1 THROUGH 9 AND ITEM 11

This Amendment No. 2 (“Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by AllianceBernstein National Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), on November 9, 2018, as amended by Amendment No. 1 filed on December 14, 2018, relating to the Fund’s offer to purchase for cash up to 100% of the Fund’s outstanding Auction Preferred Shares, Series M, Series T, Series W and Series TH, par value $0.001 per share (the “Preferred Stock”), at 98.75% of the liquidation preference of $25,000 per share (or $24,687.50 per share), plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated November 9, 2018 and the related Letter of Transmittal, copies of which were previously filed as exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO filed on November 9, 2018. The information set forth in the Offer to Purchase and the related Letter of Transmittal, each filed as an exhibit to the Fund’s Schedule TO on November 9, 2018, is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

Filed herewith as Exhibit (a)(5)(iii) and incorporated by reference is a copy of the press release issued by the Fund dated December 19, 2018, announcing the final results of its tender offer.

ITEM 10. FINANCIAL STATEMENTS

(a) The information set forth in the Offer to Purchase under Section 8 (“Selected Financial Information”) is incorporated herein by reference.

(b) Not applicable.

ITEM 12. EXHIBITS

EXHIBIT NO.	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated November 9, 2018.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Form of Notice of Withdrawal.*
(a)(2)	None.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(i)	Press Release issued on November 9, 2018.*
(a)(5)(ii)	Press Release issued on December 14, 2018.**
(a)(5)(iii)	Press Release issued on December 19, 2018.
(b)	None.
(d)	None.
(e)	None.
(g)	None.
(h)	None.
*    Previously filed with the Fund’s Schedule TO, filed November 9, 2018, and incorporated herein by reference.
** Previously filed with the Fund’s Schedule TO, filed December 14, 2018, and incorporated herein by reference.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not Applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
By:	/s/ Robert M. Keith
	Name:	Robert M. Keith
	Title:	President
Dated: December 19, 2018

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
(a)(5)(iii)	Press Release issued on December 19, 2018

EX-99.A.5.III

 Exhibit (a)(5)(iii)

FOR IMMEDIATE RELEASE

Shareholder Contact:

1-800-221-5672

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR AUCTION

PREFERRED SHARES AND OFFERING OF VARIABLE RATE

MUNIFUND TERM PREFERRED SHARES

NEW YORK, NY December 19, 2018. AllianceBernstein National Municipal Income Fund, Inc. (“ANMIF” – NYSE: AFB) (the “Fund”) announced today the final results for the Fund’s tender offer of up to 100% of its outstanding auction preferred shares (“APS”), at a price equal to 98.75% of the liquidation preference of $25,000 per share (or $24,687.50 per share), plus any unpaid dividends accrued through the termination date of the tender offer. The tender offer expired on Thursday, December 13, 2018 at 5:00 p.m. New York City time. All shares that were validly tendered and not withdrawn during the offering period have been accepted for payment.

The Fund has accepted for payment 893 Series M APS, 569 Series T APS, 686 Series W APS and 1,427 Series TH APS. The shares accepted represent approximately 99% of outstanding Series M APS, approximately 87% of outstanding Series T APS, approximately 97% of outstanding Series W APS and approximately 99%of outstanding Series TH APS. In aggregate the Fund has accepted for payment 3,575 APS, which represent approximately 97%of its outstanding APS.

Payment for such shares will be made on December 19, 2018. APS that were not tendered will remain outstanding.

The Fund also announced today that it completed a private offering of 2018 Variable Rate MuniFund Term Preferred Shares (“2018 VMTPS”), liquidation preference $25,000 per share. The Fund issued and sold 3,531 2018 VMTPS in its offering. The net proceeds from the offering have been used to repurchase the APS that have been accepted for payment pursuant to the tender offer.

Any questions about the tender offers can be directed to Georgeson LLC, the Fund’s information agent for its offer at toll free (800) 932-9864.

This release is not a prospectus, circular or representation intended for use in the purchase or sale of Fund shares. Shares of the Funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the Funds involve investment risk, including possible loss of principal. For more complete information about the Fund, including risks, charges, and expenses, please see the Fund’s annual and semi-annual shareholder reports.

ANMIF is a closed-end U.S.-registered management investment company advised by AllianceBernstein L.P.