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  August  28,  2012,  with  respect  to the financial statements of
AllianceBernstein   Select   U.S.   Equity  Portfolio  (one  of  the  portfolios
constituting  AllianceBernstein  Cap  Fund, Inc.) for the fiscal year ended June
30,  2012,  which  is incorporated by reference in this Post-Effective Amendment
No.   125   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