EXHIBIT 5.2

Department of the Treasury     
Internal Revenue Service
     GPO BOX 1680              In reply refer to:        11270015
     BROOKLYN NY 11202-0000    APR. 29, 1986  LTR 835C
                               13-2677213P                      Y
                                                            00375

ALLIANCE CAPITAL MGMT CORP
c/o DONALD P CARLEEN ESQ
FRIED FRANK HARRIS SHRIVE
1 NEW YORK PLAZA
NEW YORK  NY 10004

District Office Code and
Case Serial Number:  135340001 EP
Name of Plan:  Amended & Restated Profit Sharing
               Plan For Emp Of Alliance Capl Mgmt
Application Form:  5301
Date Amended: Sep. 12, 1985
Employer Identification Number:  13-2677213
Plan Number: 001
File Number:  130012492

Dear Applicant:

Based on the information supplied, we have made a favorable
determination on your application identified above.  Please keep
this letter in your permanent records.

Continued qualification of the plan will depend on its effect in
operation under its present form.  (See section 1.401-1(b)(3) of
the Income Tax Regulations.)  The status of the plan in operation
will be reviewed periodically.

The enclosed document describes some events that could occur
after you receive this letter that would automatically nullify it
without specific notice from us.  The document also explains how
operation of the plan may affect a favorable determination
letter, and contains information about filing requirements.

This letter relates only to the status of your plan under the
Internal Revenue Code.  It is not a determination regarding the
effect of other Federal or local statutes.







Your plan contains provisions which require plan participants to
be employed on an allocation date in order to receive a
contribution.  This may, in operation, discriminate in favor of
employees who are stockholders, officers, or highly compensated.
If this occurs, your plan will not remain qualified (see Rev.
rul. 76-250, 1976-2 C.b. 124).

We have sent a copy of this letter to your representative as
indicated in the power of attorney.

All correspondence should be sent to the address on the front of
this letter.

If you have any questions, please contact H.R. Nass at 780-780-
6156.

                               Sincerely yours,



                                /s/J.J. Jennings 
                               ------------------
                               J.J. Jennings
                               District Director

Enclosure(s):
Opwpb 515
Pub. 794