SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 12, 1994




                        ALLIANCE CAPITAL MANAGEMENT L.P.
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             (Exact name of registrant as specified in its charter)


            Delaware                                        13-3434400
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(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification Number)


1345 Avenue of the Americas, New York, New York                        10105
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(Address of principal executive offices)                              (Zip Code)


                                  212-969-1000
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               (Registrant's telephone number including area code)



Item 1.   CHANGES IN CONTROL OF REGISTRANT

          Not applicable.

Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

          Not applicable.

Item 3.   BANKRUPTCY OR RECEIVERSHIP

          Not applicable.

Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          Not applicable.

Item 5.   OTHER EVENTS

               On August 12, 1994 Alliance Capital Management L.P.
          ("Partnership") issued a convertible note in the principal amount of
          $50 million ("Note") to Banco Bilbao Vizcaya, S.A. ("BBV") pursuant to
          the Convertible Note Purchase Agreement dated August 11, 1994
          ("Agreement") between the Partnership and BBV.  The Note is
          convertible into Units of the Partnership if a Spanish regulatory
          approval is obtained on or before September 29, 1994.  The number of
          Units into which the Note is convertible is equal to the quotient
          obtained by dividing $50 million by the smaller of (i) $20.15, or (ii)
          the weighted average sale price for all sales of Units on the
          consolidated reporting system for the New York Stock Exchange for the
          30 trading days immediately preceding September 1, 1994.  If the
          Spanish regulatory approval is not obtained on or before September 29,
          1994 the Partnership must repay the Note plus interest at a rate based
          on the rate at which overnight deposits are offered in the London
          interbank market.

Item 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS

          Not applicable.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements of Businesses Acquired

               Not applicable.

          (b)  Pro Forma Financial Information

               Not applicable.

          (c)  Exhibits

               The Agreement.


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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        ALLIANCE CAPITAL MANAGEMENT L.P.

Dated:  August 18, 1994                 By:  Alliance Capital Management
                                             Corporation, General Partner



                                        By:  /s/ John D. Carifa
                                             ----------------------------------
                                             John D. Carifa
                                             President and Chief Operating
                                             Officer

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