U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24f-2

               Read instructions at end of Form before preparing Form.
                             Please print or type.

 1.  Name and address of issuer:

      AB Cap Fund, Inc.
      1345 Avenue of the Americas
      New York, New York 10105


 2.  The name of each series or class of securities for which this Form is filed
     (If the Form is being filed for all series and classes of securities
     of the issuer, check the box but do not list series or classes):     []

      AB Small Cap Growth Portfolio
      AB Multi-Manager Select Retirement Allocation Fund
      AB Multi-Manager Select Retirement Allocation 2010 Fund
      AB Multi-Manager Select Retirement Allocation 2015 Fund
      AB Multi-Manager Select Retirement Allocation 2020 Fund
      AB Multi-Manager Select Retirement Allocation 2025 Fund
      AB Multi-Manager Select Retirement Allocation 2030 Fund
      AB Multi-Manager Select Retirement Allocation 2035 Fund
      AB Multi-Manager Select Retirement Allocation 2040 Fund
      AB Multi-Manager Select Retirement Allocation 2045 Fund
      AB Multi-Manager Select Retirement Allocation 2050 Fund
      AB Multi-Manager Select Retirement Allocation 2055 Fund
      AB Multi-Manager Select Retirement Allocation 2060 Fund

 3.  Investment Company Act File Number:  811-01716

     Securities Act File Number:  002-29901

 4(a).  Last day of fiscal year for which this Form is filed: 7/31/2020

 4(b).  [] Check box if this Form is being filed late (i.e., more than 90
             calendar days after the end of the issuer's  fiscal year).
             (See Instruction A.2)

        Note:  If the Form is being filed late, interest must be paid on the
               registration fee due.

4(c). [] Check box if this is the last time the issuer will be filing this Form.
        Persons who respond to the collection of information contained in this
        form are not required to respond unless the form displays a currently
        valid OMB control number.
SEC 2393 (6-02)

 5.  Calculation of registration fee:

   (i)   Aggregate sale price of securities sold during
         the fiscal year pursuant to section 24(f):         $ 1,662,700,728

   (ii)  Aggregate price of securities redeemed or
         repurchased during the fiscal year:       $ 1,737,538,477

   (iii) Aggregate price of securities redeemed or
         repurchased during any prior fiscal year ending
         no earlier than October 11, 1995 that were not
         previously used to reduce registration fees
         payable to the Commission:                 $ 0

   (iv)  Total available redemption credits
         [add Items 5(ii) and 5(iii)]:                    - $ 1,737,538,477

   (v)   Net sales - if Item 5(i) is greater than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]:                $ 0

   (vi)  Redemption credits available for use in future years
         - if Item 5(i) is less than Item 5(iv)
         [subtract Item 5(iv) from Item 5(i)]:               $ -74,837,749

   (vii) Multiplier for determining registration fee
         (See Instruction C.9):                                  X 0.0001091

   (viii) Registration fee due [multiply
          Item 5(v) by Item 5(vii)]
          (enter "0" if no fee is due):                    = $ 0

 6.  Prepaid Shares

     If the response to Item 5(i) was determined by deducting an amount of
     securities that were registered under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect before October 11, 1997, then report the
     amount of securities (number of shares or other units) deducted here: 0

     If there is a number of shares or other units that were registered
     pursuant to rule 24e-2 remaining unsold at the end of the fiscal year
     for which this form is filed that are available for use by the issuer
     in future fiscal years, then state that number here:0

 7.  Interest due - if this Form is being filed more than 90 days after the end
      of the issuer's fiscal year (see Instruction D):  +  $ 0

 8.  Total of the amount of the registration fee due plus any interest due [line
     5(viii) plus line 7]:  $ 0

 9.  Date the registration fee and any interest payment was sent to the
     Commission's lockbox depository: N/A

           Method of Delivery:

                       []   Wire Transfer

                       []   Mail or other means


                                  SIGNATURES

   This report has been signed below by the following persons on behalf of
   the issuer and in the capacities and on the dates indicated.

     By (Signature and Title)*

               /s/   Phyllis Clarke
                   -------------------------------------------------------------
                     Phyllis Clarke, Controller
                   -------------------------------------------------------------


     Date: 10/21/2020
           -----------------

          * Please print the name and title of the signing officer below the
            signature.