EXHIBIT 5.1

                                  July 12, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


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


Dear Sirs:

         I am a Senior Vice President and the General Counsel of
Alliance Capital Management Corporation, the General Partner of
Alliance Capital Management L.P., a Delaware limited partnership
(the "Partnership"), and have acted as counsel in connection with
the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 2,000,000 Units representing
assignments of beneficial ownership of 2,000,000 limited
partnership interests in the Partnership together with such
presently indeterminate interests (the "Interests") in the Profit
Sharing Plan for Employees of Alliance Capital Management L.P.
(the "Plan"), as may be purchased with contributions under the
Plan.

         As counsel for the Partnership, I, or attorneys under my
supervision, have participated in the preparation of the
Registration Statement and have examined and relied upon such
documents, opinions, precedents, records and other materials as I
have deemed necessary or appropriate to provide a basis for the
opinion set forth below.  In this examination, I have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to me as original documents and conformity to original
documents of all documents submitted to me as certified or
photostatic copies.






         Based on the foregoing, I am of the opinion that the
Interests, to the extent such Interests vest to the benefit of
the participants in the Plan, will have been duly and validly
authorized and will be valid Interests.

         I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
                                  Very truly yours,


                                   /s/ David R. Brewer, Jr.
                                       --------------------
                                       David R. Brewer, Jr.