Washington, D.C. 20549 FORM 8-A REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Alliance National Municipal Income Fund, Inc. (Exact name of registrant as specified in its charter) Maryland To be applied for - ---------------------------- ---------------------------- (State or other jurisdiction (IRS Employer Identification of incorporation or No.) organization) 1345 Avenue of the Americas New York, New York 10105 - --------------------------- ---------------------------- (Address of principal (Zip Code) executive offices) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [_] Securities Act registration statement file number to which this form relates: 333-73130 Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to Name of each exchange on which be so registered each class is to be registered - ---------------------------- ------------------------------ Common Stock, $.001 par New York Stock Exchange, Inc. value Securities to be registered pursuant to Section 12(g) of the Act: None. Item 1. Description of Registrant's Securities to be Registered. - ------- ------------------------------------------------------- A description of the shares of Common Stock of the Registrant is contained in the Registrant's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on November 9, 2001 (File Nos. 333- 73130 and 811-10573) under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, which description is hereby incorporated by reference. In particular, attention is directed to the information contained under the captions "Dividends and Distributions," "Tax Matters," "Dividend Reinvestment Plan," "Repurchase of Common Shares; Conversion to Open- End Fund" and "Description of Shares," appearing in the Prospectus, subject to completion, included in said Registration Statement and contained under the captions "Distributions," "Description of Shares," "Certain Provisions in the Charter," "Repurchase of Fund Shares; Conversion to Open-End Fund" and "Tax Matters," appearing in the Statement of Additional Information, subject to completion, included in said Registration Statement. Item 2. Exhibits. - ------- --------- Pursuant to the Instructions as to Exhibits, no exhibits are filed herewith or incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Alliance National Municipal Income Fund, Inc. By: /s/John D. Carifa John D. Carifa Chairman and President Dated: December 21, 2001 3 00250209.AK9