EXHIBIT 24.41





                                POWER-OF-ATTORNEY

     KNOWN TO ALL MEN BY THESE PRESENTS, that Peter G. Smith hereby revokes all
prior powers granted by the undersigned to the extent inconsistent herewith and
constitutes and appoints John D. Carifa and David R. Brewer, Jr., and each of
them, to act severally as attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned in any and all capacities,
for the sole purpose of signing the Alliance Capital Management L.P. Annual
Report on Form 10-K for the fiscal year ended December 31, 1993 and filing the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.


Dated: March 15, 1994

                                             /s/Peter G.Smith
                                             ----------------
                                             Peter G. Smith