CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



      We  consent  to  the  references to our firm under the captions "Financial
Highlights"  in  the  Prospectus  and  "Shareholder  Services  -  Statements and
Reports",  "General Information - Independent Registered Public Accounting Firm"
and "Financial Statements and Report of Independent Registered Public Accounting
Firm"  within  the  Statement  of  Additional  Information and to the use of our
report  dated  September  27,  2012, with respect to the financial statements of
AllianceBernstein  Market  Neutral  Strategy  -  US and AllianceBernstein Market
Neutral  Strategy - Global (two of the portfolios constituting AllianceBernstein
Cap  Fund,  Inc.) for the fiscal year ended July 31, 2012, which is incorporated
by  reference  in  this  Post-Effective  Amendment  No.  124 to the Registration
Statement (Form N-1A No. 2-29901) of AllianceBernstein Cap Fund, Inc.




                              /s/ERNST & YOUNG LLP




New York, New York
October 29, 2012