Alliancebernstein Holding L.P. – ‘DEFS14A’ for 11/16/94

On:  Friday, 10/21/94, at 2:11pm ET   ·   For:  11/16/94   ·   Accession #:  950123-94-1683   ·   File #:  1-09818   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 8/31/99 by the SEC on 5/4/04. ®

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Alliancecapitalmagament - Notice of Meeting           25    102K 

Document Table of Contents

DEFS14A
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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                                             
/ X /   Definitive Proxy Statement                                              
/   /   Definitive Additional Materials                                         
/   /   Soliciting Material Pursuant to Section 240.14a-11(c) or Section        
240.14a-12                                                      

Alliance Capital Management L.P.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)  

Alliance Capital Management L.P.  
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)    

Payment of Filing Fee (Check the appropriate box):                              

/   /   $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or             
14a-6(j)(2).                                                    

/   /   $500 per each party to the controversy pursuant to Exchange Act Rule    
14a-6(i)(3).                                                    

/   /   Fee computed on table below per Exchange Act Rule 14a-6(i)(4) 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:                                             

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

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

    Set forth the amount on which the filing fee is calculated and state
how it was determined.                                                          

/   /   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:                                                

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ALLIANCE CAPITAL MANAGEMENT L.P.

NOTICE OF SPECIAL MEETING OF LIMITED
PARTNERS AND UNITHOLDERS
TO BE HELD

NOVEMBER 16, 1994 

To the Limited Partners and Unitholders                                         
of Alliance Capital Management L.P.:                                        

Notice is hereby given that a Special Meeting of Limited Partners and 
Unitholders (the "Special Meeting") of Alliance Capital Management L.P., a      
Delaware limited partnership (the "Partnership"), will be held in the Research  
Conference Room, 38th Floor at 1345 Avenue of the Americas, New York, New York  
10105 at 3:00 p.m. on November 16, 1994, to consider the following proposal (the
"Proposal"), which is more fully described in the accompanying Proxy Statement: 

          To approve the issuance, in accordance with the terms of the Agreement
  of Limited Partnership of the Partnership (As Amended and Restated) (the
"Partnership Agreement"), of limited partnership interests of the     
   Partnership ("Limited Partnership Interests") and the corresponding units
 representing assignments of beneficial ownership of Limited Partnership
    Interests ("Units") upon the conversion of the Class B Limited Partnership
    Interest of the Partnership (the "Class B Interest") held by The Equitable
Life Assurance Society of the United States ("Equitable Life");       

and to transact such other business as may properly come before the Special     
Meeting.                                                                        

As described more fully in the accompanying Proxy Statement, Limited  
Partnership Interests are denominated in Units. Unitholders are entitled to all 
of the economic and substantially all of the other rights and interests of the  
Limited Partnership Interests underlying their Units. The record owner of all of
the Limited Partnership Interests, other than the Class A Limited Partnership   
Interest of the Partnership (the "Class A Interest") and the Class B Interest,  
is Alliance ALP, Inc., the assignor limited partner of the Partnership (the     
"Assignor Limited Partner"). Under the Partnership Agreement, voting rights have
been granted to the Limited Partners in the Partnership, and the Limited        
Partners, including the holder of the Class A Limited Partnership Interest, vote
as a single class. The holder of the Class B Interest has no voting rights. The 
Assignor Limited Partner, however, is required to vote the Limited Partnership  
Interests underlying the outstanding Units in accordance with the written       
instructions of Unitholders. Unitholders may provide written instructions to the
Assignor Limited Partner using the enclosed Form of Written Instruction. The    
holder of the Class A Interest may vote using the form of Proxy accompanying its
copy of this Notice.                                                            

The Board of Directors of Alliance Capital Management Corporation, the
general partner of the Partnership, has fixed the close of business on October  
19, 1994 as the record date (the "Record Date") for the determination of (i) the
Limited Partners entitled to notice of, and to vote at, the Special Meeting and 
any adjournments or postponements thereof and (ii) the Unitholders entitled (a) 
to notice of the Special Meeting and (b) to give written instructions to the    
Assignor Limited Partner with respect to the voting at the Special Meeting of   
the Limited Partnership Interests underlying their Units. The presence, either  
in person or by a properly executed proxy, of Limited Partners of record        
representing more than 50% of the total number of all outstanding Limited       
Partnership Interests entitled to vote, and for which have been received either 
written instructions from Unitholders or a proxy, constitutes a quorum at the   
Special Meeting. ACMC, Inc. ("ACMC") and Equitable Capital Management           
Corporation ("ECMC"), each a wholly-owned direct or indirect subsidiary of      
Equitable Life, as of the Record Date owned in the aggregate approximately      
58.01% of the issued and outstanding Units (including as outstanding the 100,000
Units which the Class A Interest at present represents), have indicated to the  
Partnership that they intend to provide written instructions to the Assignor    
Limited Partner, and a proxy in the case of the Class A Interest, to vote in    
favor of the Proposal. The written instructions provided by ACMC and ECMC to the
Assignor Limited Partner will constitute a quorum at the Special Meeting and    
will be sufficient to approve the Proposal.                                     

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    Unitholders and Limited Partners are invited to attend the Special Meeting
in person. Whether or not you expect to attend, please sign, date and mail      
promptly the enclosed Form of Written Instruction in the prepaid return envelope
provided to assure representation of the Limited Partnership Interests          
underlying your Units and the presence of a quorum at the Special Meeting.      

   Unitholders and Limited Partners are urged to read carefully the attached
Proxy Statement for more detailed information concerning the matters to be      
considered at the Special Meeting.                                              

                                   By Order of the General Partner

                                  Senior Vice President, General
                            Counsel and Secretary of
                               Alliance Capital Management
               Corporation

New York, New York                                                              

October 21, 1994                                                                

UNITHOLDER INSTRUCTIONS FOR VOTING ARE IMPORTANT

PLEASE INDICATE YOUR INSTRUCTIONS FOR VOTING THE LIMITED PARTNERSHIP  
INTERESTS UNDERLYING YOUR UNITS ON THE ENCLOSED FORM OF WRITTEN INSTRUCTION,    
SIGN AND DATE THE FORM, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO  
POSTAGE IF MAILED IN THE UNITED STATES. PLEASE MAIL YOUR FORM OF WRITTEN        
INSTRUCTION PROMPTLY.                                                           

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ALLIANCE CAPITAL MANAGEMENT L.P.
1345 AVENUE OF THE AMERICAS 
NEW YORK, NEW YORK 10105

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

PROXY STATEMENT 

SPECIAL MEETING OF LIMITED PARTNERS 
AND UNITHOLDERS 

TO BE HELD NOVEMBER 16, 1994

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

INTRODUCTION

    This Proxy Statement is being furnished to the holders (the "Unitholders")
of units ("Units") representing assignments of beneficial ownership of limited  
partnership interests ("Limited Partnership Interests") in Alliance Capital     
Management L.P., a Delaware limited partnership (the "Partnership"), and to the 
Limited Partners in the Partnership in connection with the solicitation by the  
Partnership of written instructions with respect to voting the Limited          
Partnership Interests underlying the Units for use at a Special Meeting of      
Limited Partners and Unitholders (the "Special Meeting") to be held in the      
Research Conference Room, 38th Floor at 1345 Avenue of the Americas, New York,  
New York 10105 at 3:00 p.m. on November 16, 1994, and any adjournments or       
postponements thereof.                                                          

  The Special Meeting will be held to consider the following proposal (the
"Proposal"):                                                                    

          To approve the issuance, in accordance with the terms of the Agreement
  of Limited Partnership of the Partnership (As Amended and Restated) (the
"Partnership Agreement"), of Limited Partnership Interests and the    
    corresponding Units upon the conversion of the Class B Limited Partnership
    Interest of the Partnership (the "Class B Interest") held by The Equitable
Life Assurance Society of the United States ("Equitable Life").       

     The Proposal is being submitted to the Unitholders and Limited Partners for
approval solely to satisfy a requirement of the New York Stock Exchange (the    
"NYSE"), the principal securities exchange on which the Units are listed for    
trading, as a condition to the listing thereon of the new Units to be issued    
upon conversion of the Class B Interest as referred to in the Proposal.         

    Interests in the Partnership are issued in the form of Units to facilitate
the orderly trading of such interests and to avoid administrative problems that 
could arise in complying with various filing requirements under certain         
applicable state partnership laws if Limited Partnership Interests were issued  
directly. The Units represent assignments of the Limited Partnership Interests  
on the basis of one Limited Partnership Interest for each Unit. Unitholders are 
entitled to all of the economic and substantially all of the other rights and   
interests of the Limited Partnership Interests underlying their Units. The      
record owner of all of the Limited Partnership Interests underlying the         
outstanding Units is Alliance ALP, Inc., a Delaware corporation, which is the   
assignor limited partner of the Partnership (the "Assignor Limited Partner").   
Under the terms of the Partnership Agreement, voting rights have been granted to
the Limited Partners. The Assignor Limited Partner is required to vote the      
Limited Partnership Interests underlying the outstanding Units in accordance    
with the written instructions of Unitholders on the basis of one "vote" for each
Unit owned. At the present time, (i) the Assignor Limited Partner, (ii)         
Equitable Capital Management Corporation ("ECMC"), an indirect wholly-owned     
subsidiary of Equitable Life, as the holder of the Class A Limited Partnership  
Interest of the Partnership (the "Class A Interest"), and (iii) Equitable Life, 
as the holder of the Class B Interest, are the only Limited Partners of the     
Partnership, although the Partnership Agreement contemplates that other persons 
or entities could also become Limited Partners. At the Record Date, the holder  
of the Class A Interest has voting rights equivalent to those of a holder of    
100,000 Limited Partnership Interests. The holder of the Class B Interest has no
voting rights.                                                                  

Unitholders may provide written instructions to the Assignor Limited  
Partner with respect to voting on the Proposal using the enclosed Form of       
Written Instruction. The Assignor Limited Partner will vote in accordance with  
the instructions contained in all properly executed written instructions        
received prior to the                                                           

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Special Meeting. The holder of the Class A Interest may vote in person or by    
proxy at the Special Meeting. The presence, either in person or by a properly   
executed proxy, of Limited Partners of record representing more than 50% of the 
total number of all outstanding Limited Partnership Interests entitled to vote  
(the Class A Interest representing 100,000 Limited Partnership Interests for    
this purpose), and for which have been received either written instructions from
Unitholders or a proxy, constitutes a quorum at the Special Meeting. In the     
event that a quorum is not represented at the Special Meeting or, even if a     
quorum is so represented, in the event that instructions or a proxy for         
sufficient votes in favor of the Proposal are not received prior to the Special 
Meeting, the Assignor Limited Partner may propose and vote for one or more      
adjournments of the Special Meeting with no notice other than an announcement at
the Special Meeting, and further solicitation of written instructions with      
respect to the Proposal may be made. Limited Partnership Interests for which    
written instructions have been received indicating a vote against the Proposal  
will be voted by the Assignor Limited Partner against adjournment. Approval of  
the Proposal requires the approval of Alliance Capital Management Corporation,  
the general partner of the Partnership (the "General Partner"), which has       
already been obtained, and of more than 50% of the Limited Partnership Interests
(including 100,000 as regards the Class A Interest) with respect to which votes 
are entitled to be cast on the Proposal and as to which written instructions or 
a proxy have been received, at a meeting at which a quorum is present.          
Accordingly, the approval of the Proposal will require the affirmative written  
instructions of more than 50% of the Limited Partnership Interests represented  
at the Special Meeting.                                                         

  ACMC, Inc. ("ACMC"), a direct wholly-owned subsidiary of Equitable Life,
and ECMC, as of October 19, 1994, the record date for the Special Meeting (the  
"Record Date"), owned in the aggregate approximately 57.96% of the issued and   
outstanding Units, and approximately 32.98% and 9.06% of the Units were owned by
the public and by employees of the Partnership and its subsidiaries,            
respectively. ACMC and ECMC have indicated to the Partnership that they each    
intend to provide written instructions to the Assignor Limited Partner to vote  
in favor of the Proposal. In addition, ECMC has indicated to the Partnership    
that it intends to vote the Class A Interest, which is the equivalent for voting
purposes of 100,000 Units, in favor of the Proposal. The written instructions   
provided by ACMC and ECMC to the Assignor Limited Partner will constitute a     
quorum at the Special Meeting and will be sufficient to approve the Proposal.   

To the extent that written instructions to vote are not given to the  
Assignor Limited Partner by a Unitholder, the Limited Partnership Interests     
underlying the Units held by that Unitholder will be deemed not to be present   
for purposes of determining a quorum and will not be voted at the Special       
Meeting. Any Unitholder may revoke the Form of Written Instruction given by the 
Unitholder at any time before the vote by giving written notice to the Assignor 
Limited Partner and the Secretary of the General Partner at 1345 Avenue of the  
Americas, New York, New York 10105, by signing another Form of Written          
Instruction bearing a later date, or by attending the Special Meeting and       
delivering another proper form of written instruction to the Assignor Limited   
Partner in person. The holder of the Class A Interest may revoke the Proxy given
by such holder at any time before the vote by giving written notice to the      
Secretary of the General Partner at the above address, by signing another Proxy 
bearing a later date, or by attending the Special Meeting and voting in person. 

  At the close of business on the Record Date for the determination of (i)
the Limited Partners entitled to notice of, and to vote at, the Special Meeting 
and any adjournments or postponements thereof and (ii) the Unitholders entitled 
(a) to notice of the Special Meeting and (b) to give written instructions to the
Assignor Limited Partner with respect to the voting of the Limited Partnership  
Interests underlying their Units at the Special Meeting, there were outstanding 
78,108,720 Limited Partnership Interests and the same number of Units, the Class
A Interest and the Class B Interest.                                            

 Unitholders and Limited Partners have no appraisal, dissenters or other
similar rights under Delaware law in connection with the Proposal. The          
Partnership believes that the giving either by a Unitholder of written          
instructions to the Assignor Limited Partner to vote in favor of the Proposal or
by a Limited Partner of a proxy so voting, would prevent such Unitholder or     
Limited Partner from later challenging, either individually or as a member of a 
class of the Partnership's Unitholders or Limited Partners, the fairness of the 
Proposal.                                                                       

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All expenses in connection with this solicitation will be borne by the
Partnership. Written instructions may be solicited by officers of the General   
Partner, or by regular employees of the Partnership in person or by telephone,  
telegraph, facsimile transmission or telex, without additional compensation.    
Arrangements have been made for the Partnership's transfer agent, and nominees  
and custodians for Unitholders to send proxy materials to the beneficial owners 
of Units held of record by such persons on the Record Date, and the Partnership 
will reimburse such nominees and custodians and the Partnership's transfer agent
for their reasonable out-of-pocket expenses incurred in forwarding such         
materials.                                                                      

 The General Partner knows of no matters, other than the Proposal, to be
presented for consideration at the Special Meeting. If, however, any other      
matter should properly come before the Special Meeting or any adjournments or   
postponements thereof, unless the Assignor Limited Partner is otherwise         
instructed, it is the intention of the Assignor Limited Partner to vote the     
Limited Partnership Interests in accordance with its judgment on such matters.  

    This Proxy Statement and the enclosed Form of Written Instruction or Proxy
are first being mailed to Unitholders and Limited Partners on or about October  
24, 1994. The delivery of this Proxy Statement shall not, in any circumstances, 
create any implication that the information contained herein is correct after   
the date hereof.                                                                

THE GENERAL PARTNER RECOMMENDS THAT UNITHOLDERS AND 
LIMITED PARTNERS GIVE WRITTEN INSTRUCTIONS OR VOTE
A PROXY, AS APPLICABLE, FOR THE APPROVAL OF THE PROPOSAL. 

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                   PAGE
                                                                                   ----
                                                                                       
Introduction......................................................................   1 
The Partnership...................................................................   5 
Proposal: To Approve the Issuance of Limited Partnership Interests and                 
  Corresponding Units upon the Conversion of the Class B Limited Partnership           
  Interest of the Partnership held by Equitable Life..............................   7 
Security Ownership of Certain Beneficial Owners and Management....................   8 
Interests of Certain Persons in Matters to be Acted upon at the Special Meeting...  10 
Other Business....................................................................  10 
Independent Certified Public Accountants..........................................  10 
Proposals of Limited Partners and Unitholders.....................................  10 
Available Information.............................................................  11 
Incorporation of Certain Documents by Reference...................................  12 

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THE PARTNERSHIP 

The Partnership, one of the nation's largest investment advisers, is a
publicly-traded Delaware limited partnership engaged in the business of         
providing diversified investment management services both to institutional      
clients and, through various investment vehicles, to individual investors. The  
Partnership's institutional clients include corporate and public employee       
pension funds, the general and separate accounts of Equitable Life and its      
insurance company subsidiaries, endowment funds and other domestic and foreign  
institutions. The Partnership's individual investor services, which developed as
a diversification of its institutional investment management business, consist  
of the management, distribution and servicing of open and closed-end investment 
companies and cash management products, including money market funds and deposit
accounts. As of September 30, 1994, the Partnership had total client assets     
under management of approximately $123.1 billion. The Partnership serves its    
clients with a staff of approximately 1,500 employees operating out of five     
domestic offices and the overseas offices of subsidiaries in Bombay, Istanbul,  
London, Sydney, Tokyo, Toronto, Bahrain, Luxembourg and Singapore.              

The Partnership's institutional account management business consists  
primarily of the active management of equity accounts and fixed income accounts.
The Partnership also provides active management for venture capital portfolios  
and international (non-U.S.) and global (including U.S.) equity, balanced and   
fixed income portfolios. The Partnership provides "passive" management services 
for equity, fixed income and international accounts.                            

  The Partnership's greatest growth in recent years has been in individual
investor services, primarily mutual funds. The Partnership has been managing    
mutual funds since 1971 and sponsored its first open-end load mutual fund in    
1983. Since then, the Partnership has sponsored additional open-end funds,      
closed-end funds and offshore mutual funds. Based on market data reported by the
Investment Company Institute (December 1993), the Partnership's market share in 
the mutual fund industry is 1.32% of total industry assets, and the Partnership 
accounted for 2.69% of total open-end and closed-end fund sales force-derived   
industry sales during 1993.                                                     

    The Partnership was formed in 1987 to succeed to the business of ACMC, the
predecessor of the General Partner, which began providing investment management 
services in 1971. On April 21, 1988, the business and substantially all of the  
operating assets of ACMC (then named Alliance Capital Management Corporation)   
were conveyed to the Partnership in exchange for a 1% general partnership       
interest in the Partnership and 30,868,182 Units. (This number has been adjusted
to reflect the two for one Unit split declared on February 10, 1993 which was   
paid to Unitholders of record on February 22, 1993). In December 1991, ACMC     
transferred its 1% general partnership interest to the General Partner.         

AXA, a French insurance holding company, beneficially owns 49% of the 
issued and outstanding common stock of The Equitable Companies Incorporated     
("EQ") as well as all of EQ's issued and outstanding Series A convertible       
preferred stock, Series B redeemable preferred stock and 49% of EQ's Series C   
convertible preferred stock. Giving effect to the mandatory conversion of the   
Series A convertible preferred stock into common stock likely to occur on July  
22, 1995 AXA would own 56.6% of EQ's common stock (60.4% assuming conversion of 
the Series C convertible preferred stock beneficially owned by AXA). EQ and AXA 
have agreed, subject to the approval of EQ's stockholders and to the            
satisfaction of certain customary closing conditions, to exchange EQ's Series A 
and B preferred stock for EQ common stock and to exchange EQ's Series C         
preferred stock held by AXA for a new series of EQ convertible preferred stock  
(the "New Preferred Stock"). Upon consummation of these transactions, which is  
expected to occur by December 31, 1994, AXA's beneficial ownership of EQ's      
issued and outstanding common stock will increase to approximately 60%          
(approximately 63% assuming conversion of the New Preferred Stock and           
approximately 54% if all securities convertible into, or options on, EQ common  
stock were to be converted or exercised). EQ is a public company with shares    
traded on the NYSE. EQ owns all of the issued and outstanding common stock of   
Equitable Life.                                                                 

  AXA is part of a group of companies (the "AXA Group") that is the second
largest insurance group in France (measured by gross premiums written worldwide)
and one of the largest insurance groups in Europe. Principally engaged in       
property and casualty insurance and life insurance in Europe and elsewhere in   
the world, the AXA Group is also involved in certain other financial services,  
including real estate operations,                                               

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mutual fund management, lease financial services and brokerage services. Based  
on information provided by AXA, as of June 30, 1994, 42.7% of the voting shares 
(representing 54.7% of the voting power) of AXA were owned by Midi              
Participations, a French corporation that is a holding company. The voting      
shares of Midi Participations are in turn owned 60% by Finaxa, a French         
corporation that is a holding company, and 40% by subsidiaries of Assicurazioni 
Generali S.P.A., an Italian corporation (one of which, Belgica Insurance Holding
S.A., a Belgian corporation, owned 34.2%). As of June 30, 1994, 61.5% of the    
voting shares (representing 70.4% of the voting power) of Finaxa were owned by  
five French mutual insurance companies (the "Mutuelles AXA"), (one of which, AXA
Assurances I.A.R.D. Mutuelle, owned 31.1% of the voting shares (representing    
44.7% of the voting power)), and 26.3% of the voting shares (representing 19.1% 
of the voting power) of Finaxa were owned by Compagnie Financiere de Paribas, a 
French financial institution engaged in banking and related activities.         
Including the shares owned by Midi Participations, as of June 30, 1994, the     
Mutuelles AXA directly or indirectly owned 51.7% of the voting shares           
(representing 65.4% of the voting power) of AXA. Acting as a group, the         
Mutuelles AXA control AXA, Midi Participations and Finaxa. The Mutuelles AXA    
have approximately 1.5 million policyholders.                                   

The executive offices of the Partnership and the General Partner are  
located at 1345 Avenue of the Americas, New York, New York 10105, and their     
telephone number is (212) 969-1000.                                             

     The following reflects the approximate direct and indirect ownership of the
Partnership as of the Record Date. Except as indicated, each entity is          
wholly-owned by its parent.                                                     

[FIGURE 1 GOES HERE]    

---------------                                                                 
The indicated percentages are based on the number of Units outstanding on the   
Record Date including as outstanding the 100,000 Units represented by the Class 
A Interest and the 2,266,288 Units into which the Class B Interest is to be     
converted upon approval of the Proposal.                                        

See the text above for information as to the ownership of the Partnership by the
general public and by employees of the Partnership and its subsidiaries,        
including executive officers of the General Partner who may be deemed to be     
affiliates of EQ. See also "Security Ownership of Certain Beneficial Owners and 
Management."                                                                    

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PROPOSAL: TO APPROVE THE ISSUANCE 
OF LIMITED PARTNERSHIP INTERESTS AND
CORRESPONDING UNITS UPON THE CONVERSION 
OF THE CLASS B LIMITED PARTNERSHIP
INTEREST OF THE PARTNERSHIP HELD BY EQUITABLE LIFE

BACKGROUND AND REQUIREMENT OF LIMITED PARTNER AND UNITHOLDER APPROVAL           

The conversion of the Class B Interest and the issuance of Limited    
Partnership Interests and Units in respect thereof is governed by the           
Contribution Agreement, dated May 6, 1994, between the Partnership and Equitable
Life (the "Contribution Agreement") and by the Partnership Agreement.           

On May 6, 1994, pursuant to the Contribution Agreement, Equitable Life
contributed $50,000,000 to the capital of the Partnership in exchange for the   
Class B Interest. The purpose of the contribution was to provide additional     
capital to enable the Partnership to take advantage of growth opportunities and 
strategic global alliances and to finance sales of shares of mutual funds for   
which the Partnership is the investment adviser.                                

   The Class B Interest is convertible into 2,266,288 Units which number was
determined in accordance with the Partnership Agreement by dividing the         
$50,000,000 contributed by $22.0625, which was a per Unit price equal to the    
arithmetic mean of the last reported sales prices per Unit on the NYSE for the  
30 trading days immediately preceding the contribution. This per Unit price was 
determined in accordance with the Partnership Agreement which contemplates cash 
contributions to the Partnership by affiliates of the Partnership for a market  
value equivalent number of Units determined in the above manner.                

  The Class B Interest is in substantive respects identical to the Limited
Partnership Interests and Units into which it is convertible, except that the   
holder of the Class B Limited Partnership Interest does not have any voting     
rights in Partnership matters.                                                  

     Equitable Life and the Partnership would have preferred that Equitable Life
receive 2,266,288 Units in exchange for its contribution rather than the Class B
Interest which was structured and newly created solely in connection with the   
contribution by an amendment of the Partnership Agreement adopted by the General
Partner. However, a contribution in exchange for such Units at the time desired 
was not possible under the rules of the NYSE because Equitable Life and the     
Partnership are considered to be related persons, with Equitable Life in a      
control position. In such a related party situation, and in view of the number  
of Units involved, the NYSE rules require approval of the issuance of new Units 
by the Partnership to Equitable Life by the holders of a majority of the        
outstanding Limited Partnership Interests and Units as a condition to the       
listing of the Units on the NYSE. It is for this reason that the Proposal       
covering the issuance of Units to Equitable Life upon conversion of the Class B 
Interest is being placed before the Limited Partners and Unitholders for        
approval. Because Equitable Life would not have made the contribution but for   
its expectation that it would within a relatively short period of time receive  
conversion Units listed on the NYSE, under the Contribution Agreement the       
Partnership agreed to cause the Proposal to be acted upon at an early date and, 
subject to the approval of the Proposal, to obtain the approval of the NYSE to  
the listing of such Units thereon.                                              

If the Proposal is approved, the Class B Interest will automatically  
convert into 2,266,288 Limited Partnership Interests and the Partnership will   
issue such Limited Partnership Interests to Equitable Life. Equitable Life will 
immediately thereafter transfer these Limited Partnership Interests to the      
Assignor Limited Partner and the Assignor Limited Partner will issue and deliver
to Equitable Life the same number of Units.                                     

EFFECTS OF THE CONVERSION ON THE OWNERSHIP OF THE PARTNERSHIP BY EQUITABLE LIFE 
AND ITS SUBSIDIARIES                                                            

 Pursuant to the Partnership Agreement, except for the absence of voting
rights, the Class B Interest is the equivalent of the 2,266,288 Limited         
Partnership Interests and Units into which it is convertible. Accordingly,      

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its conversion will have no impact on the percentage ownership of the           
Partnership by Equitable Life and its subsidiaries. As of the Record Date, the  
Partnership had outstanding 80,475,008 Units, counting for this purpose the     
Class A Interest as 100,000 Units and the Class B Interest as 2,266,288 Units,  
of which Equitable Life owned approximately 2.82%, ACMC owned approximately     
41.59%, ECMC owned approximately 14.79% and the public and employees of the     
Partnership and its subsidiaries owned approximately 32.01% and 8.79%,          
respectively. See the ownership chart on page 6.                                

THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS THAT UNITHOLDERS AND   
LIMITED PARTNERS PROVIDE WRITTEN INSTRUCTIONS OR VOTE A PROXY, AS APPLICABLE, TO
APPROVE THE CONVERSION OF THE CLASS B LIMITED PARTNERSHIP INTEREST.             

SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                 

   The Partnership has no information that any person beneficially owns more
than 5% of the outstanding Limited Partnership Interests or Units as of the     
Record Date except (i) ACMC and ECMC and (ii) as reported on Schedule 13D, filed
with the SEC by AXA and certain of its affiliates pursuant to the Securities    
Exchange Act of 1934. The following table and notes have been prepared in       
reliance upon such filing for the nature of ownership and an explanation of     
overlapping ownership.                                                          

                                                        [Enlarge/Download Table]

                                                        AMOUNT AND NATURE OF    PERCENTAGE  
                 NAME AND ADDRESS OF                    BENEFICIAL OWNERSHIP  OF OUTSTANDING
                   BENEFICIAL OWNER                     REPORTED ON SCHEDULE      UNITS     
------------------------------------------------------  --------------------  --------------
                                                                                            
AXA(1)(2)(3)..........................................       47,642,058(4)         59.2%    
23 Avenue Matignon,                                                                         
75008 Paris,                                                                                
France                                                                                      
The Equitable Companies Incorporated ("EQ")...........       47,642,058(4)         59.2%    
787 Seventh Avenue                                                                          
New York, New York 10019                                                                    

---------------                                                                 
(1) For insurance regulatory purposes the shares of capital stock of EQ         
   beneficially owned by AXA have been deposited into a voting trust which has
   an initial term of 10 years ("Voting Trust"). The Voting Trustees, who must
  be members of AXA's Conseil d'Administration (the body analogous to a U.S.
 corporation's board of directors), are Claude Bebear, Patrice Garnier and
Henri de Clermont-Tonnerre. The Voting Trustees have agreed to exercise 
    their voting rights to protect the legitimate economic interests of AXA, but
  with a view to ensuring that certain of the indirect minority shareholders
of EQ do not exercise control over EQ or certain of its insurance       
subsidiaries.                                                           

(2) The Voting Trustees may be deemed to be beneficial owners of all Units      
  beneficially owned by AXA. In addition, the Mutuelles AXA, as a group, and
    each of Finaxa and Midi Participations may be deemed to be beneficial owners
of all Units beneficially owned by AXA. By reason of the fact that the  
   Voting Trustees are members of AXA's Conseil d'Administration and by virtue
  of the provisions of the Voting Trust Agreement, AXA may be deemed to have
   shared voting power with respect to the Units. AXA has the power to dispose
    or direct the disposition of all shares of the capital stock of EQ deposited
    in the Voting Trust. By reason of their relationship with AXA, the Mutuelles
    AXA, as a group, and each of Finaxa and Midi Participations may be deemed to
 share the power to vote or to direct the vote and to dispose or to direct
  the disposition of all the Units beneficially owned by AXA. The address of
each of AXA, Midi Participations, Finaxa and the Voting Trustees is 23  
 Avenue Matignon, Paris, France. The addresses of the Mutuelles AXA are as
follows: The address of each of AXA Assurances I.A.R.D. Mutuelle and AXA
 Assurances Vie Mutuelle is La Grande Arche, Paroi Nord, Paris La Defense,
France; the address of each of Alpha Assurances Vie Mutuelle and Alpha  
Assurances I.A.R.D. Mutuelle                                            

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is 100-101 Terrasse Boieldieu, Paris La Defense, France; and the address of Uni 
Europe Assurance Mutuelle is 24 Rue Drouot, Paris, France.                      

(3) By reason of their relationship, AXA, the Voting Trustees, EQ, Equitable,   
   ACMC, ECMC, the Mutuelles AXA, Finaxa and Midi Participations may be deemed
    to share the power to vote or to direct the vote or to dispose or direct the
disposition of the 47,642,058 Units.                                    

(4) Includes 100,000 Units which are issuable upon conversion of the Class A    
 Interest and the 2,266,288 Units into which the Class B Interest is to be
converted upon approval of the Proposal.                                

SECURITY OWNERSHIP OF MANAGEMENT                                                

    The following table shows, the beneficial ownership of more than 1% of the
outstanding Units by each of the chief executive officer and the four other most
highly compensated executive officers of the General Partner (each a "Named     
Executive Officer") and each director of the General Partner and by all         
directors and executive officers of the General Partner as a group as of        
December 31, 1993:                                                              

                                                        [Enlarge/Download Table]

                        NAME OF                           AMOUNT AND NATURE OF    PERCENTAGE 
                   BENEFICIAL OWNER                      BENEFICIAL OWNERSHIP(1)  OF CLASS(1)
-------------------------------------------------------  -----------------------  -----------
                                                                                             
Dave H. Williams(2)....................................          1,344,456            1.72%  
John D. Carifa.........................................            808,068            1.04%  
All Directors and Executive Officers of the General                                          
  Partner as a Group...................................          3,519,780(3)         4.58%  

---------------                                                                 
(1) As of the Record Date.                                                      

(2) Includes 80,000 Units owned by Reba W. Williams.                            

(3)Includes an aggregate 64,000 Units which may be acquired within 60 days under
the Partnership's Unit Option Plan and 1993 Unit Option Plan.             

The Partnership has no information that, as of September 30, 1994, any
director of the General Partner, any Named Executive Officer or the directors   
and executive officers of the General Partner as a group beneficially own any   
class of equity securities of any of the Partnership's parents or subsidiaries  
other than directors' qualifying shares except that (i) Mr. Williams            
beneficially owns 20,000 shares of the common stock of EQ, all of which are     
subject to unexercised options held by Mr. Williams, (ii) Mr. Benson            
beneficially owns 55,000 shares of the common stock of EQ, 50,000 shares of     
which are subject to unexercised options held by Mr. Benson, (iii) Mr. Calvert  
beneficially owns 10,000 shares of the common stock of EQ, all of which are     
subject to unexercised options held by Mr. Calvert, (iv) Mr. Carifa beneficially
owns 10,000 shares of the common stock of EQ, all of which are subject to       
unexercised options held by Mr. Carifa, (v) Mr. de Castries beneficially owns   
48,750 AXA shares, all of which are subject to unexercised options held by Mr.  
de Castries, (vi) Mr. de St. Paer beneficially owns 25,000 shares of the common 
stock of EQ, all of which are subject to unexercised options held by Mr. de St. 
Paer, (vii) Mr. Dupont-Madinier beneficially owns 20,620 AXA shares, all of     
which are subject to unexercised options held by Mr. Dupont-Madinier, (viii) Mr.
Hellebuyck beneficially owns 6,375 shares of AXA, 3,750 shares of which are     
subject to unexercised options held by Mr. Hellebuyck, (ix) Mr. Hottinguer      
beneficially owns 751 shares of AXA and 1,463 shares of Finaxa, (x) Mr. Jenrette
beneficially owns 122,085 shares of the common stock of EQ, 120,000 shares of   
which are subject to unexercised options held by Mr. Jenrette, (xi) Mr. Melone  
beneficially owns 90,182 shares of the common stock of EQ, 80,000 shares of     
which are subject to unexercised options held by Mr. Melone, (xii) Mr. O'Neil   
beneficially owns 20,027 shares of the common stock of EQ, 20,000 shares of     
which are subject to unexercised options held by Mr. O'Neil, (xiii) Mr. Savage  
beneficially owns 136 shares of the common stock of EQ, and (xiv) Mr. Smith     
beneficially owns 2,500 shares of AXA, all of which are subject to unexercised  
options held by Mr. Smith. The information set forth in this paragraph          
concerning the ownership of shares of common stock of EQ or of AXA that are     
subject to options is provided for options exercisable at present or within 60  
days.                                                                           

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INTERESTS OF CERTAIN PERSONS IN MATTERS 
TO BE ACTED UPON AT THE SPECIAL MEETING 

  As described above, Equitable Life is the owner of the Class B Interest,
the direct parent of ACMC and the indirect parent of both the General Partner   
and ECMC. ACMC is the owner of approximately 42.79% of the issued and           
outstanding Units; ECMC is the owner of approximately 15.22% of the issued and  
outstanding Units, including the 100,000 Units underlying the Class A Limited   
Partnership Interest. ACMC and ECMC have each informed the Partnership that it  
intends to provide written instructions to the Assignor Limited Partner to vote 
the Units it owns in favor of the Proposal, and ECMC has informed the           
Partnership that it also intends to vote the Class A Limited Partnership        
Interest in favor of the Proposal.                                              

   Certain members of the Board of Directors of the General Partner are also
directors and officers of AXA, EQ, Equitable Life and certain of their          
affiliates as follows: Mr. Williams is a Director of EQ and Equitable Life. Mr. 
Jenrette is a Director of AXA, a Director and Chairman of the Board and Chief   
Executive Officer of EQ, a Director and Chairman of the Executive Committee of  
the Board of Equitable Life, and a Director of various subsidiaries of Equitable
Life. Mr. Benson is a Director and Senior Executive Vice President of EQ and a  
Director, President and Chief Operating Officer of Equitable Life. Mr. de       
Castries is Executive Vice President -- Finance of AXA and a Director of EQ and 
Equitable Life. Mr. de St. Paer is Executive Vice President and Chief Financial 
Officer of EQ and Equitable Life and a Director and officer of various          
subsidiaries of Equitable Life. Mr. Dupont-Madinier is Senior Vice President of 
AXA and a Director of various subsidiaries of Equitable Life. Mr. Hellebuyck is 
Chief Investment Officer of AXA. Mr. Hottinguer is a Vice                       
President/Administrator of AXA International and a Director and officer of      
various other subsidiaries of AXA. Mr. Melone is a Director, President and Chief
Operating Officer of EQ, a Director, Chairman of the Board and Chief Executive  
Officer of Equitable Life, a Director and officer of various subsidiaries of    
Equitable Life and a Director of AXA Equity & Law Assurance Society plc ("AXA   
Equity & Law"), a subsidiary of AXA. Mr. O'Neil is Executive Vice President and 
Chief Investment Officer of EQ and Equitable Life and a Director and an officer 
of one or more subsidiaries of Equitable Life. Mr. Savage is a Senior Vice      
President of Equitable Life. Mr. Smith is a Managing Director of AXA Equity &   
Law. Each of the foregoing members of the Board of Directors of the General     
Partner along with AXA, EQ, Equitable Life, ACMC and ECMC is deemed to be an    
affiliate of the Partnership for purposes of the federal securities laws.       

    A description of AXA, a French insurance holding company, the parent of EQ
and Equitable Life, is set forth in "The Partnership" and "Security Ownership of
Certain Beneficial Owners and Management."                                      

OTHER BUSINESS

The General Partner knows of no matter, other than the Proposal to be 
presented for consideration at the Special Meeting. If, however, any other      
matter should properly come before the Special Meeting or any adjournments or   
postponements thereof, unless the Assignor Limited Partner is otherwise         
instructed, it is the intention of the Assignor Limited Partner to vote the     
Limited Partnership Interests in accordance with its best judgment on each such 
matter.                                                                         

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

  The independent auditors of the Partnership are KPMG Peat Marwick LLP. A
representative of KPMG Peat Marwick LLP will be present at the Special Meeting  
and will be available to respond to appropriate questions.                      

PROPOSALS OF LIMITED PARTNERS AND UNITHOLDERS 

     Under the Partnership Agreement, there is no obligation for the Partnership
to hold annual or other periodic meetings of the Limited Partners and the       
Unitholders. Meetings of Limited Partners and Unitholders are required to be    
held only when called by the General Partner or by the General Partner after    
receipt of a written request signed by 25% or more in interest of the Limited   
Partners and Unitholders. A Limited Partner                                     

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or Unitholder proposal intended to be presented at any meeting hereafter called 
must be received by the Partnership within a reasonable time before the         
solicitation relating thereto is made in order to be included in the written    
instruction statement and form of written instruction related to such meeting.  

AVAILABLE INFORMATION 

    The Partnership is subject to the information requirements of the Exchange
Act, and in accordance therewith files reports, and other information with the  
Securities and Exchange Commission (the "SEC"). Such reports and other          
information filed by the Partnership can be inspected at the public reference   
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,          
Washington, D.C. 20549 and at the following Regional Offices of the SEC: 7 World
Trade Center, Suite 1300, New York, New York 10048; and Northwestern Atrium     
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.      
Copies of such material can be obtained at prescribed rates from the Public     
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.   
Such reports and other information can also be inspected at the office of the   
NYSE.                                                                           

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

This Proxy Statement incorporates documents by reference which are not
presented herein or delivered herewith. These documents, other than exhibits to 
such documents (unless such exhibits are specifically incorporated by reference 
into the information incorporated herein), are available without charge to any  
person, upon written or oral request, from Alliance Capital Management L.P.,    
1345 Avenue of the Americas, New York, New York 10105, Attention: David R.      
Brewer, Jr., Senior Vice President, General Counsel and Secretary, telephone    
number (212) 969-1000. Any document requested will be furnished by first class  
mail or other equally prompt means within one business day of receipt of such   
request.                                                                        

     The Partnership hereby incorporates by reference into this Proxy Statement:

       1. The Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;                                              

         2. The following portions on the indicated pages of the Partnership's
   Annual Report to Unitholders for the fiscal year ended December 31, 1993:

(a) Selected Financial Data (page 43),                

             (b) Management's Discussion and Analysis of Financial Condition and
Results of Operations (pages 44 through 52), and                

          (c) the Consolidated Financial Statements of the Partnership and
      subsidiaries and the report thereon by KPMG Peat Marwick LLP (pages 53
through 69);                                                    

     3. The Partnership's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994;                                         

     4. The Partnership's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994; and                                      

          5. The Partnership's Current Report on Form 8-K dated August 12, 1994.

 All documents subsequently filed by the Partnership pursuant to Section
13(a), 13(c), 14 or 15(c) of the Exchange Act prior to the date of the Special  
Meeting shall be deemed to be incorporated by reference herein and to be part   
hereof from the date of filing.                                                 

                                   By Order of the General Partner

                                  Senior Vice President, General
                            Counsel and Secretary of
                               Alliance Capital Management
               Corporation

New York, New York                                                              

October 21, 1994                                                                

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ALLIANCE CAPITAL MANAGEMENT L.P.

INSTRUCTION OF UNITHOLDER OF
ALLIANCE CAPITAL MANAGEMENT L.P. IN CONNECTION WITH 
THE SPECIAL MEETING OF LIMITED PARTNERS AND UNITHOLDERS 

TO BE HELD ON NOVEMBER 16, 1994 

THIS FORM OF WRITTEN INSTRUCTION IS 
SOLICITED ON BEHALF OF THE PARTNERSHIP

   The undersigned hereby instructs Alliance ALP, Inc., the assignor limited
partner (the "Assignor Limited Partner"), of Alliance Capital Management L.P.   
(the "Partnership"), to vote the limited partnership interests underlying all of
the units registered in the name of the undersigned at the Special Meeting of   
Limited Partners and Unitholders (the "Special Meeting") to be held at 3:00 p.m.
on November 16, 1994 in the Research Conference Room, 38th Floor at 1345 Avenue 
of the Americas, New York, New York 10105, and at all adjournments or           
postponements thereof. The undersigned acknowledges receipt of the Notice of the
Special Meeting and the accompanying Proxy Statement and hereby instructs the   
Assignor Limited Partner to vote as indicated hereon.                           

    IF INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE ASSIGNOR LIMITED PARTNER, THE
LIMITED PARTNERSHIP INTERESTS UNDERLYING THE UNITS HELD BY THE UNDERSIGNED WILL 
NOT BE DEEMED REPRESENTED AT THE SPECIAL MEETING FOR PURPOSES OF DETERMINING    
WHETHER A QUORUM IS PRESENT AND, ACCORDINGLY, WILL NOT BE VOTED AT THE SPECIAL  
MEETING.                                                                        

PLEASE SIGN AND DATE THIS FORM OF WRITTEN INSTRUCTION 
AND RETURN IT IN THE ENCLOSED ENVELOPE

Please mark                                                                     

your instruction as     /X/                                                     

in this example                                                                 

Approval of the issuance, in accordance with the terms of the Agreement of      
Limited Partnership of the Partnership (as Amended and Restated), of limited    
partnership interests of Alliance Capital Management L.P. (the "Partnership")   
and the corresponding units representing assignments of beneficial ownership of 
such limited partnership interests upon the conversion of the Class B Limited   
Partnership Interest of the Partnership held by The Equitable Life Assurance    
Society of the United States.                                                   

                                                                [Download Table]
                                                        
       FOR                 AGAINST               ABSTAIN
       / /                                              

Signature(s)                                                                    
---------------------------------------------------                         Date
                                            ------------------------------------

NOTE: In signing as attorney, executor, administrator, trustee or guardian,     
  please indicate full title as such, and, if signing for a corporation,
please give your title. When Units are in the name of more than one 
person, each should sign.                                           

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ALLIANCE CAPITAL MANAGEMENT L.P.

PROXY FOR THE SPECIAL MEETING OF LIMITED PARTNERS 

AND UNITHOLDERS TO BE HELD ON NOVEMBER 16, 1994 

THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP

     The undersigned hereby instructs David R. Brewer, Jr. and John D. Carifa to
vote the Class A Limited Partnership Interest of Alliance Capital Management    
L.P. (the "Partnership") registered in the name of the undersigned at the       
Special Meeting of Limited Partners and Unitholders of the Partnership to be    
held at 3:00 p.m. on November 16, 1994 in the Research Conference Room, 38th    
Floor at 1345 Avenue of the Americas, New York, New York 10105, and at all      
adjournments or postponements thereof. The undersigned hereby acknowledges      
receipt of the Notice of the Special Meeting and the accompanying Proxy         
Statement and hereby instructs said proxies to vote said Class A Limited        
Partnership Interest as indicated hereon.                                       

   THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE CLASS A LIMITED PARTNERSHIP       
INTEREST WILL NOT BY REASON OF THIS PROXY BE DEEMED REPRESENTED AT THE SPECIAL  
MEETING FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT AND,            
ACCORDINGLY, WILL NOT BE VOTED AT THE SPECIAL MEETING.                          

Please mark                                                                     

your instruction as     /X/                                                     

in this example                                                                 

    Approval of the issuance, in accordance with the terms of the Agreement of
Limited Partnership of the Partnership (as Amended and Restated), of  
limited partnership interests of Alliance Capital Management L.P. (the
"Partnership") and the corresponding units representing assignments of
beneficial ownership of such limited partnership interests upon the   
   conversion of the Class B Limited Partnership Interest of the Partnership
held by The Equitable Life Assurance Society of the United States.    

                                                                [Download Table]
                                                        
       FOR                 AGAINST               ABSTAIN
       / /                                              

Signature(s)                                                                    
---------------------------------------------------                         Date
------------------------------------                                            

NOTE: In signing as attorney, executor, administrator, trustee or guardian,     
  please indicate full title as such, and, if signing for a corporation,
please give your title. When Units are in the name of more than one 
person, each should sign.                                           

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Profit Sharing Plan for Employees of                                            
Alliance Capital Management L.P.                                            
____________________________________                                            

DIRECTION TO TRUSTEE                                                            

Units of Alliance Capital Management L.P. ("Units")             
are held in an Investment Fund under the Profit Sharing Plan                    
for Employees of Alliance Capital Management L.P. (the                          
"Plan") which are allocated to one or more accounts for the                     
undersigned under the Plan.  Pursuant to Section 7.08 of the                    
Plan, the undersigned hereby directs the trustees of the                        
trust fund under the Plan (the "Trustee") to instruct                           
Alliance ALP, Inc., as assignor limited partner (the                            
"Assignor Limited Partner"), to vote as set forth below the                     
limited partnership interests underlying all of such Units                      
at the Special Meeting of Limited Partners and Unitholders                      
to be held at 3:00 p.m. on November 16, 1994 (the "Special                      
Meeting"), and at all adjournments and postponements                            
thereof.  Such directions are to be maintained in                               
confidence.  The undersigned acknowledges receipt of a copy                     
of the Notice of Meeting and Proxy Statement with respect to                    
the Special Meeting.  The undersigned understands that with                     
respect to Units allocated to the Plan accounts of Plan                         
members who do not on a timely basis direct the Trustee as                      
to voting of such Units at the Special Meeting, the Trustee                     
will direct the Assignor Limited Partner to vote such Units                     
in the same proportion as those Units allocated to accounts                     
under the Plan for which voting directions have been                            
received by the Trustee.                                                        

Please mark                                                                     
your direction as    /X/                                                        
in this example                                                                 

Approval of the issuance, in accordance with the terms of                       
the Agreement of Limited Partnership of the Partnership (as                     
Amended and Restated), of limited partnership interests of                      
Alliance Capital Management L.P. (the "Partnership") and the                    
corresponding units representing assignments of beneficial                      
ownership of such limited partnership interests upon the                        
conversion of the Class B Limited Partnership Interest of                       
the Partnership held by The Equitable Life Assurance Society                    
of the United States.                                                           

FOR     AGAINST ABSTAIN                                         

/   /   /   /   /   /                                           

Signature               Date                                                    

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ALLIANCE CAPITAL MANAGEMENT L.P.                                                

Instruction of the Alliance Capital Management L.P.                             
Profit Sharing Trust in connection with the                                     
Special Meeting of Limited Partners and Unitholders                             
to be held on November 16, 1994                                                 

THIS FORM OF WRITTEN INSTRUCTION IS                                             
SOLICITED ON BEHALF OF THE PARTNERSHIP                                          

The undersigned hereby instructs Alliance ALP, Inc., the                        
assignor limited partner (the "Assignor Limited Partner"),                      
of Alliance Capital Management L.P. (the "Partnership"), to                     
vote in the manner specified below the limited partnership                      
interests underlying all of the units owned by the Alliance                     
Capital Management L.P. Profit Sharing Trust (the "Trust")                      
at the Special Meeting of Limited Partners and Unitholders                      
(the "Special Meeting") to be held at 3:00 p.m. on                              
November 16, 1994 in the Research Conference Room, 38th                         
Floor at 1345 Avenue of the Americas, New York, New York                        
10105, and at all adjournments or postponements thereof.                        
The Trustee of the Trust acknowledges receipt of the Notice                     
of the Special Meeting and the accompanying Proxy Statement                     
and hereby instructs the Assignor Limited Partner to vote as                    
indicated hereon.                                                               

TO THE EXTENT THAT INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE                    
ASSIGNOR LIMITED PARTNER WITH RESPECT TO ANY LIMITED                            
PARTNERSHIP INTERESTS UNDERLYING UNITS HELD BY THE TRUST,                       
SUCH LIMITED PARTNERSHIP INTERESTS WILL NOT BE DEEMED                           
REPRESENTED AT THE SPECIAL MEETING FOR PURPOSES OF                              
DETERMINING WHETHER A QUORUM IS PRESENT AND, ACCORDINGLY,                       
WILL NOT BE VOTED AT THE SPECIAL MEETING.                                       

PLEASE SIGN AND DATE THIS FORM OF WRITTEN INSTRUCTION                           
AND RETURN IT IN THE ENCLOSED ENVELOPE                                          

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Please mark your                                                                
instruction by                                                                  
indicating the number                                                           
of Units to be voted                                                            
under each option                                                               

Approval of the issuance, in accordance with the terms of                       
the Agreement of Limited Partnership of the Partnership (as                     
Amended and Restated), of limited partnership interests of                      
Alliance Capital Management L.P. (the "Partnership") and the                    
corresponding units representing assignments of beneficial                      
ownership of such limited partnership interests upon the                        
conversion of the Class B Limited Partnership Interest of                       
the Partnership held by The Equitable Life Assurance Society                    
of the United States.                                                           

FOR     AGAINST ABSTAIN                                         

__________      __________      __________                      
(insert (insert (insert                                         
number  number          number                                  
of Units)       of Units)       of Units)                       

Signature(s)    _______________                                                 
Trustee                                         

_______________                                 
Trustee                                         

_______________                                 
Trustee                                         

Date:___________________                                                        

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Alliance Capital Management L.P.                                                
Profit Sharing Plan for Former Employees of                                     
Equitable Capital Management Corporation                                    
____________________________________________                                    

DIRECTION TO TRUSTEE                                                            

Units of Alliance Capital Management L.P. ("Units")             
are held in an Investment Fund under the Alliance Capital                       
Management L.P. Profit Sharing Plan for Former Employees of                     
Equitable Capital Management Corporation (the "Plan") which                     
are allocated to one or more accounts for the undersigned                       
under the Plan.  Pursuant to Section 7.08 of the Plan, the                      
undersigned hereby directs the trustees of the trust fund                       
under the Plan (the "Trustee") to instruct Alliance ALP,                        
Inc., as assignor limited partner (the "Assignor Limited                        
Partner"), to vote as set forth below the limited                               
partnership interests underlying all of such Units at the                       
Special Meeting of Limited Partners and Unitholders to be                       
held at 3:00 p.m. on November 16, 1994 (the "Special                            
Meeting"), and at all adjournments and postponements                            
thereof.  Such directions are to be maintained in                               
confidence.  The undersigned acknowledges receipt of a copy                     
of the Notice of Meeting and Proxy Statement with respect to                    
the Special Meeting.  The undersigned understands that, with                    
respect to Units allocated to the Plan accounts of Plan                         
members who do not on a timely basis direct the Trustee as                      
to voting of such Units at the Special Meeting, the Trustee                     
will direct the Assignor Limited Partner to vote such Units                     
in the same proportion as those Units allocated to accounts                     
under the Plan for which voting directions have been                            
received by the Trustee.                                                        

Please mark                                                                     
your direction as     /X/                                                       
in this example                                                                 

Approval of the issuance, in accordance with the terms of                       
the Agreement of Limited Partnership of the Partnership (as                     
Amended and Restated), of limited partnership interests of                      
Alliance Capital Management L.P. (the "Partnership") and the                    
corresponding units representing assignments of beneficial                      
ownership of such limited partnership interests upon the                        
conversion of the Class B Limited Partnership Interest of                       
the Partnership held by The Equitable Life Assurance Society                    
of the United States.                                                           

FOR     AGAINST ABSTAIN                                         

/    /   /   /   /   /                                          

Signature               Date                                                    

DEFS14A
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ALLIANCE CAPITAL MANAGEMENT L.P.                                                

Instruction of the Alliance Capital Management L.P.                             
Profit Sharing Plan for Former Equitable Capital                                
Management Corporation Employees Trust in connection                            
with the Special Meeting of Limited Partners                                    
and Unitholders to be held on November 16, 1994                                 

THIS FORM OF WRITTEN INSTRUCTION IS                                             
SOLICITED ON BEHALF OF THE PARTNERSHIP                                          

The undersigned hereby instructs Alliance ALP, Inc., the                        
assignor limited partner (the "Assignor Limited Partner"),                      
of Alliance Capital Management L.P. (the "Partnership"), to                     
vote in the manner specified below the limited partnership                      
interests underlying all of the units owned by the Alliance                     
Capital Management L.P. Profit Sharing Plan for Former                          
Equitable Capital Management Corporation Employees Trust                        
(the "Trust") at the Special Meeting of Limited Partners and                    
Unitholders (the "Special Meeting") to be held at 3:00 p.m.                     
on November 16, 1994 in the Research Conference Room, 38th                      
Floor at 1345 Avenue of the Americas, New York, New York                        
10105, and at all adjournments or postponements thereof.                        
The Trustee of the Trust acknowledges receipt of the Notice                     
of the Special Meeting and the accompanying Proxy Statement                     
and hereby instructs the Assignor Limited Partner to vote as                    
indicated hereon.                                                               

TO THE EXTENT THAT INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE                    
ASSIGNOR LIMITED PARTNER WITH RESPECT TO ANY LIMITED                            
PARTNERSHIP INTERESTS UNDERLYING UNITS HELD BY THE TRUST,                       
SUCH LIMITED PARTNERSHIP INTERESTS WILL NOT BE DEEMED                           
REPRESENTED AT THE SPECIAL MEETING FOR PURPOSES OF                              
DETERMINING WHETHER A QUORUM IS PRESENT AND, ACCORDINGLY,                       
WILL NOT BE VOTED AT THE SPECIAL MEETING.                                       

PLEASE SIGN AND DATE THIS FORM OF WRITTEN INSTRUCTION                           
AND RETURN IT IN THE ENCLOSED ENVELOPE                                          

DEFS14A
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Please mark your                                                                
instruction by                                                                  
indicating the number                                                           
of Units to be voted                                                            
under each option                                                               

Approval of the issuance, in accordance with the terms of                       
the Agreement of Limited Partnership of the Partnership (as                     
Amended and Restated), of limited partnership interests of                      
Alliance Capital Management L.P. (the "Partnership") and the                    
corresponding units representing assignments of beneficial                      
ownership of such limited partnership interests upon the                        
conversion of the Class B Limited Partnership Interest of                       
the Partnership held by The Equitable Life Assurance Society                    
of the United States.                                                           

FOR     AGAINST ABSTAIN                                         

__________      __________      __________                      
(insert (insert (insert                                         
number  number          number                                  
of Units)       of Units)       of Units)                       

Signature(s)    _______________                                                 
Trustee                                         

_______________                                 
Trustee                                         

_______________                                 
Trustee                                         

Date:______________                                                             

DEFS14A
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19

INDEPENDENT AUDITORS' REPORT
KPMG PEAT MARWICK 

The General Partner and Unitholders                                             
Alliance Capital Management L.P.                                                

We have audited the accompanying consolidated statements of financial 
condition of Alliance Capital Management L.P. and subsidiaries as of December   
31, 1993 and 1992, and the related consolidated statements of income, changes in
partners' capital, and cash flows for the years ended December 31, 1993, 1992   
and 1991. These consolidated financial statements are the responsibility of the 
management of Alliance Capital Management Corporation, General Partner. Our     
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Alliance    
Capital Management L.P. and subsidiaries as of December 31, 1993 and 1992 and   
the results of their operations and their cash flows for the years ended        
December 31, 1993, 1992 and 1991 in conformity with generally accepted          
accounting principles.                                                          

                       KPMG Peat Marwick

New York, New York                                                              

January 27, 1994, except for Note 12                                            
which is as of March 7, 1994                                                

DEFS14A
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20

APPENDIX

The organizational chart set forth on page 6 of the Proxy Statement   
illustrates the approximate direct and indirect ownership of Alliance Capital   
Management L.P. (the "Partnership") as of the Record Date. The ownership of the 
units representing assignments of beneficial ownership of limited partnership   
interests of the Partnership (the "Units") is as follows: ACMC, Inc. ("ACMC"),  
41.59%; Equitable Capital Management Corporation ("ECMC"), 14.79%; the general  
public and employees of the Partnership and its subsidiaries, 40.80%. ACMC is a 
direct wholly-owned subsidiary of The Equitable Life Assurance Society of the   
United States ("Equitable Life"). Equitable Life is the holder of the Class B   
Limited Partnership Interest in the Partnership, which upon approval of the     
Proposal, will be converted into 2,266,288 Units. ECMC is the holder of the     
Class A Limited Partnership Interest in the Partnership which, as of the Record 
Date, represents 100,000 Units. Alliance Capital Management Corporation, the    
sole general partner of the Partnership (the "General Partner"), holds the 1%   
general partnership interest in the Partnership. ECMC and the General Partner   
are wholly-owned subsidiaries of Equitable Investment Corporation, which in turn
is a wholly-owned subsidiary of Equitable Holding Corporation. Equitable Holding
Corporation is a wholly-owned subsidiary of Equitable Life, which in turn is a  
wholly-owned subsidiary of The Equitable Companies Incorporated.                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
Corrected on:		5/4/04
Changed as of:		8/31/99							24F-2NT,  N-30D,  NSAR-B
		7/22/95		8
		12/31/94		8					10-K
For Period End:		11/16/94		2		22
		10/24/94		6
Filed on:		10/21/94		3		15
		10/19/94		2		5
		9/30/94		8		12			10-Q
		8/12/94		15					8-K
		6/30/94		9		15			10-Q
		5/6/94		10
		3/31/94		15					10-Q
		3/7/94		24
		1/27/94		24
		12/31/93		12		24			10-K,  11-K
		2/22/93		8
		2/10/93		8
		12/31/92		24
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