AB Cap Fund, Inc.
                          1345 Avenue of the Americas
                            New York, New York l0105
                                 (800) 221-5672

                                                December 29, 2016

VIA EDGAR
---------

Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE:   AB Cap Fund, Inc. ("Registrant")
      Request for Withdrawal of Registration Statement on Form N-14
      File Nos. 333-213893 and 811-01716

Ladies and Gentlemen:

Pursuant  to  Rule  477 promulgated under the Securities Act of 1933, as amended
(the  "Securities  Act"),  the  Registrant hereby respectfully requests that the
Securities and Exchange Commission (the "Commission") consent to the withdrawal,
effective  as  of the date hereof or at the earliest practicable date hereafter,
of  the  Registrant's  Registration  Statement  filed  on Form N-14 (File Number
333-213893),  together  with all exhibits thereto (collectively, and as amended,
the "Registration Statement") on September 30, 2016 under its EDGAR access codes
(Accession No. 0000919574-16-015620).

The  Form  N-14  relates  to  the  proposed  acquisition by AB All Market Income
Portfolio,  a  series of Registrant, of all of the assets, and assumption of all
of  the  liabilities,  of  AB  Conservative  Wealth Strategy, a series of The AB
Portfolios.  The  Registration  Statement has not been declared effective by the
Commission,  and  the Registrant hereby confirms that no securities were sold in
connection  with  the  offering  and no prospectus contained in the Registration
Statement has been distributed. No filing fee was required or paid in connection
with the filing of the Form N-14.

The  Registrant believes that withdrawal of the Form N-14 is consistent with the
public  interest  and the protection of investors. The Registrant requests that,
in  accordance  with  the  provisions  of  Rule  477(a)  under the 1933 Act, the
Securities and Exchange Commission accept this application for withdrawal of the
Form N-14.

If  you  have any questions regarding the filing, please contact the undersigned
at  the  number  provided  above,  or Ivy Wafford Duke at Seward & Kissel LLP at
202-661-7179.

                                                Sincerely,

                                                /s/ Eric C. Freed
                                                -----------------
                                                Eric C. Freed
                                                Assistant Secretary