SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MASTERS SETH J (Last) (First) (Middle) C/O MARK R. MANLEY ALLIANCE CAPITAL MANAGEMENT CORPORATION (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIANCE CAPITAL MANAGEMENT L P [ NOT PUBLIC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP of General Partner
	3. Date of Earliest Transaction (Month/Day/Year) 02/20/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
units of limited partnership interest (Units)	02/20/2004		J(1)(2)		8,160,000	D	$0(1)	24,480,000(3)	I(3)	by SCB Partners(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Notional Interest in Alliance Capital Management L.P.	(1)	02/20/2004		J(1)(4)			22,513	(1)	(1)	Units of limited partnership interest in ACMLP	22,513	(1)	65,500(4)	I(4)	by SCB Partners

Explanation of Responses:

1. On February 20, 2004, SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial, Inc. ("AXF") informing AXF of Partners' intention to require AXF (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement dated as of June 20, 2000 ("Purchase Agreement"), among AXF, Alliance Capital Management L.P. and SCB Inc. ("SCB"). The purchase price for each Unit that may be sold to AXF pursuant to the Purchase Agreement upon delivery of such exercise notice will be the average closing prices of a Holding Unit (as defined below) as quoted on the NYSE Composite Transaction Tape for the ten trading days ending on the fifth trading day following February 20, 2004. Upon the purchase by AXF (or its designee) of the 8,160,000 Units, Partners will hold 24,480,000 Units.

2. As used herein, the term "Holding Unit" means a unit representing assignments of beneficial ownership of limited partnership inte rests in Alliance Capital Management Holding L.P.

3. Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 24,480,000 Units. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Reporting Person, by virtue of his position as a stockholder of SCB, may be deemed to own beneficially and indirectly 24,480,000 Units. Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

4. Reporting Person was granted an award that represents a notional interest in 88,013 Units held by Partners. Such Units, which do not trade publicly, may be deemed to be derivative securities of Holding Units, which are listed on the NYSE. The value of Units may for some purposes be determined by reference to the price of Holding Units. As a result of the transaction described in footnote 1, Reporting Person's notional interest was reduced by 22,513 Units, for which Reporting Person will receive cash consideration in accordance with the formula set forth in footnote 1. Reporting Person may be deemed to have an indirect interest in 65,500 Units or Holding Units.

Remarks:

	/s/ Seth J. Masters	02/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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