SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FAY SHARON E

(Last)

(First)

(Middle)

C/O MARK R. MANLEY

ALLIANCE CAPITAL MANAGEMENT CORPORATION

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2003

3. Issuer Name and Ticker or Trading Symbol
ALLIANCE CAPITAL MANAGEMENT HOLDING LP [ AC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of General Partner

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Units rep. assign. of beneficial ownership of l.p. interests⁽¹⁾	27,926⁽²⁾⁽³⁾	I	by rabbi trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Notional Interests in Alliance Capital Management L.P.	10/02/2002⁽⁴⁾	10/02/2010⁽⁴⁾	Units rep. assign. of beneficial ownership of l.p. interests⁽¹⁾	73,344	$30.57⁽⁴⁾	I⁽⁴⁾	by SCB Partners⁽⁴⁾

Explanation of Responses:

1. Units representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L. P. ("Holding Units").

2. Reporting Person was awarded a pecuniary interest in 13,097 Holding Units as part of the Year 2000 Offering under the SCB Deferred Compensation Award Plan ("Plan"). The award vested in equal annual increments on each of October 2, 2001, 2002 and 2003 and will be distributed in full to Reporting Person on January 1, 2007. Reporting Person may not dispose of the 13,097 Holding Units until they have been distributed.

3. Reporting Person was awarded a pecuniary interest in 14,829 Holding Units as part of the Year 2001 Offering under the Plan. The award vests in equal annual increments on each of October 2, 2002, 2003 and 2004 and will be distributed in full to Reporting Person on January 1, 2005. Reporting Person may not dispose of the 14,289 Holding Units until they have been distributed.

4. Reporting Person was granted an award that represents a notional interest in 73,344 units of limited partnership interest in Alliance Capital Management L.P. ("Alliance Units") held by SCB Partners Inc. Such Alliance Units, which do not trade publicly, may be deemed to be derivative securities of Holding Units, which are listed on the New York Stock Exchange ("NYSE"). Reporting Person may be deemed to have an indirect beneficial interest in 73,344 Alliance Units or Holding Units. There is no conversion or exercise price; the value of Alliance Units may for some purposes be determined by reference to the price of Holding Units (the closing price of a Holding Unit on November 20, 2003 as reported for NYSE composite transactions was $30.57).

Remarks:

	/s/ Sharon E. Fay	11/21/2003
	** 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 5 (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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