Seward & Kissel LLP
                               901 K Street, N.W.
                                   Suite 800
                             Washington, D.C. 20001
                             (202) 737-8833 (phone)
                              (202) 737-5184 (fax)


                                                 August 6, 2012

VIA EDGAR
---------

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

       Re:     AllianceBernstein Cap Fund, Inc.
               - AllianceBernstein Emerging Markets Multi-Asset Portfolio
               (File Nos. 2-29901 and 811-01716)
               ------------------------------------------------------------

Ladies and Gentlemen:

      On behalf of AllianceBernstein Cap Fund, Inc. - AllianceBernstein Emerging
Markets Multi-Asset Portfolio (the "Fund"), we are transmitting a certification
pursuant to Rule 497(j) under the Securities Act of 1933. In this regard, we
certify that the Prospectus and Statement of Additional Information for the Fund
that would have been filed under Rule 497(c) do not differ from those included
in the most recent post-effective amendment to the Fund's registration statement
that were filed electronically with the Securities and Exchange Commission on
July 30, 2012.

      Please call me at the above-referenced number if you have any questions
regarding the attached.

                                                 Sincerely,



                                                 /s/ Joanne Skerrett
                                                 --------------------
                                                     Joanne Skerrett


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