CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  consent  to  the  references  to  our  firm  under  the  captions "Financial
Highlights"  within  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  May  29,  2013,  with  respect  to  the  financial  statements of
AllianceBernstein  Emerging Markets Multi-Asset Portfolio, one of the portfolios
constituting  AllianceBernstein  Cap  Fund, Inc. for the fiscal year ended March
31,  2013,  which  is incorporated by reference in this Post-Effective Amendment
No.   136   to   the   Registration   Statement   (Form  N-1A  No.  2-29901)  of
AllianceBernstein Cap Fund, Inc.

                                                          /s/ ERNST & YOUNG LLP


New York, New York
July 29, 2013