EXHIBIT 5
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      March 10, 1998




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

       Re: Alliance Capital Management L.P.
           Century Club Plan

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, of 400,000 additional Units representing
assignments of beneficial ownership of 400,000 limited partnership interests
in the Partnership (the "Units") available for grant under the Partnership's
Century Club Plan (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 these
additional Units deliverable pursuant to the Plan, when delivered in
accordance with the Plan upon receipt by the Partnership of adequate
consideration therefor, will be duly authorized, validly issued, fully paid
and nonassessable.

               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.
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                                        David R. Brewer, Jr.