POS EX

    As filed with the Securities and Exchange Commission on March 31, 2016


                                                                File No. 2-29901
                                                                        811-1716

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ---------------------------

                                   FORM N-1A

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF l933

                          Pre-Effective Amendment No.


                       Post-Effective Amendment No. 209                 X


                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF l940


                              Amendment No. 188                         X


                          ---------------------------

                               AB CAP FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

             1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

              Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                          ---------------------------

                                EMILIE D. WRAPP
                             AllianceBernstein L.P.
                          1345 Avenue of the Americas
                            New York, New York l0105
                    (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                              Seward & Kissel LLP
                                901 K Street, NW
                                   Suite 800
                              Washington, DC 20001


      It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

                                Explanatory Note

This Post-Effective Amendment consists of the following:

1. Facing Sheet of the Registration Statement.

2. Exhibit (d)(1) of Item 28 of the Registration Statement.

3. Registration Statement signature page.

The sole purpose of this Post-Effective Amendment filing is to file as an
exhibit Investment Advisory Contract, as required by Item 28 of this
Registration Statement on Form N-1A. This Post-Effective Amendment incorporates
by reference the following parts of this Registrant's Post-Effective Amendment
No. 206, filed February 29, 2016.

Part A
Part B
Part C (except for Exhibit (d)(1) of Item 28 and the Signature Page)








                                   SIGNATURES
                                   ----------


        Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment to its Registration Statement to be signed
on its behalf by the undersigned, duly authorized, in the City and State of New
York, on the 31st day of March, 2016.

                                                   AB CAP FUND, INC.


                                                   By: Robert M. Keith*
                                                       -------------------
                                                       Robert M. Keith
                                                       President


        Pursuant to the requirements of the Securities Act of l933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:


      Signature                         Title                   Date
      ---------                         -----                   ----

(1) Principal Executive Officer:

    Robert M. Keith*                    President and Chief     March 31, 2016
    ---------------------               Executive Officer
    Robert M. Keith

(2) Principal Financial and
    Accounting  Officer:

    /s/ Joseph J. Mantineo              Treasurer and Chief     March 31, 2016
    -------------------------           Financial Officer
        Joseph J. Mantineo

(3) All of the Directors:

    John H. Dobkin*
    Michael J. Downey*
    William H. Foulk, Jr.*
    D. James Guzy*
    Nancy P. Jacklin*
    Garry L. Moody*
    Robert M. Keith*
    Marshall C. Turner, Jr.*
    Earl D. Weiner*

    *By: /s/ Stephen J. Laffey                                  March 31, 2016
         -----------------------
             Stephen J. Laffey
            (Attorney-in-fact)






                                     PART C
                                     ------

                               OTHER INFORMATION
                               -----------------

                               Index to Exhibits
                               -----------------



Exhibit No.             Description of Exhibits
-----------             -----------------------


(d)(1)                  Investment Advisory Contract

EX-99.D.1

                                                                Exhibit 99(d)(1)

                         INVESTMENT ADVISORY CONTRACT


                              AB CAP FUND, INC.

                         1345 Avenue of the Americas
                           New York, New York 10105




                                           July 22, 1992, as amended
                                           September 7, 2004, December
                                           15, 2004, December 23, 2009,
                                           August 2, 2010, October 26,
                                           2010, July 6, 2011, August 31,
                                           2011, December 8, 2011,
                                           December 15, 2011, September
                                           27, 2012, December 12, 2012,
                                           March 1, 2014, October 22, 2014,
                                           November 12, 2014, December 3, 2014,
                                           December 18, 2014, March 4,
                                           2015, April 15, 2015, July 1,
                                           2015, July 29, 2015, September
                                           9, 2015 and December 3, 2015.

AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

            We herewith confirm our agreement with you as follows:

            1.    We are currently authorized to issue separate classes of
shares and our Board of Directors is authorized to reclassify and issue any
unissued shares to any number of additional classes or series (Portfolios)
each having its own investment objective, policies and restrictions, all as
more fully described in the prospectus and statement of additional information
constituting parts of our Registration Statement on Form N-1A filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended (the
"Registration Statement").  We are engaged in the business of investing and
reinvesting our capital of each of our Portfolios in securities of the type
and in accordance with the limitations specified in our Certificate of
Incorporation, By-Laws, Registration Statement, and any representation made in
our Prospectus, all in such manner and to such extent as may from time to time
be authorized by our Board of Directors. We enclose copies of the documents
listed above and will from time to time furnish you with any amendments
thereof. We will also keep you currently advised as to the make-up of the
portfolio of securities in each of our Portfolios.

            2.    (a) We hereby employ you to advise us in respect of
investing and reinvestment of our capital in each of our Portfolios as above
specified, and, without limiting the generality of the foregoing, to provide
management and other services specified below.

                  (b) You on your own motion will advise us whenever in your
opinion conditions are such as to make it desirable that a specific security
or group of securities be eliminated from the portfolio of securities of a
Portfolio or added to it. You will also keep us in touch with important
developments affecting any Portfolio and on your own initiative will furnish
us from time to time with such information as you may believe appropriate for
this purpose, whether concerning the individual companies whose securities are
included in our Portfolios, or the industries in which they engage, or the
economy generally. Similar information is to be furnished us with reference to
securities which you may believe desirable for inclusion in a Portfolio. You
will also furnish us with such statistical information with respect to the
securities in each of our Portfolios which we may hold or contemplate
purchasing as you may believe appropriate or as we reasonably may request. In
advising us, you will bear in mind the limitations imposed by our Certificate
of Incorporation and statement of policy included in our Registration
Statement and the limitations in the Investment Company Act and of the
Internal Revenue Code in respect of regulated investment companies for each of
our Portfolios.

                  (c) It is understood that you will from time to time employ
or associate with yourselves such persons as you believe to be particularly
fitted to assist you in the execution of this contract, the compensation of
such persons to be paid by you. No obligation may be incurred on our behalf in
any such respect. During the continuance of this agreement you will provide
persons satisfactory to our Board of Directors to serve as our officers. You
or your affiliates will also provide persons, who may be our officers, to
render such clerical, accounting, administrative and other services to us as
we may from time to time request of you. Such personnel may be employees of
you and your affiliates. We will pay to you or your affiliates the cost of
such personnel for rendering such services to us at such rates as shall from
time to time be agreed upon between us, provided that all time devoted to the
investment or reinvestment of securities in each of our Portfolios shall be
for your account. Nothing contained herein shall be construed to restrict our
right to hire our own employees or to contract for services to be performed by
third parties. Furthermore, you or your affiliates (other than us) shall
furnish us without charge with such management supervision and assistance and
such office facilities as you may believe appropriate or as we may reasonably
request subject to the requirements of any regulatory authority to which you
may be subject.

            3.    It is further agreed that, except as provided in paragraph
2(c) hereof, you shall be responsible for the following expenses incurred by
us during each year or portion thereof that this agreement is in effect
between us: (i) the compensation of any of our directors, officers, and
employees who devote less than all of their time to our affairs and who devote
part of their time to the affairs of you and your affiliates, (ii) expenses of
computing the net asset value of the shares of each of our Portfolios to the
extent such computation is required under applicable Federal securities laws,
(iii) expenses of office rental, and (iv) clerical and bookkeeping expenses.
We shall be responsible and hereby assume the obligation for payment of all
our other expenses including (a) brokerage and commission expenses, (b)
Federal, State or local taxes, including issue and transfer taxes, incurred by
or levied on us, (c) interest charges on borrowing, (d) fees and expenses of
registering the shares of each of our Portfolios under the appropriate Federal
securities laws (other than expenses relative to the initial registration) and
of qualifying the shares of each of our Portfolios under applicable State
securities laws, including expenses attendant upon renewing and increasing
such registrations and qualifications, (e) expenses of printing and
distributing our prospectuses and other reports to stockholders, (f) costs of
proxy solicitations, (g) charges and expenses incurred by us in acting as
transfer agent and registrar of the shares of each of our Portfolios, (h)
charges and expenses of our custodian, (i) compensation of our officers,
directors and employees who do not devote any part of their time to the
affairs of you or your affiliates, (j) legal and auditing expenses, (k)
payment of all investment advisory fees (including the fees payable to you
hereunder), (1) costs of stationery and supplies, and (m) such promotional
expenses as may be contemplated by an effective plan pursuant to Rule 12b-1
under the Act; provided, however, that our payment of such promotional
expenses shall be in the amounts, and in accordance with the procedures, set
forth in such plan.

            4.    We shall expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you shall not be
liable hereunder for any mistake of judgment or in any event whatsoever,
except for lack of good faith, provided that nothing herein shall be deemed to
protect, or purport to protect, you against any liability to us or to our
security holders to which you would otherwise be subject by reason of your
reckless disregard of your obligations and duties hereunder.

            5.    (a) In consideration of the foregoing we will pay you, in
the case of the AB Small Cap Growth Portfolio, a monthly fee at an annualized
rate of .75 of 1.00% of the first $2.5 billion, .65 of 1.00% of the excess
over $2.5 billion up to $5 billion and .60 of 1.00% of the excess over $5
billion of the average daily net assets of the AB Small Cap Growth Portfolio
managed by you.  In the event of any termination of this agreement, your
compensation will be calculated on the basis of a period ending on the last
day on which this agreement is in effect, subject to proration based on the
number of days elapsed in the current period as a percentage of the total
number of days in such period.

                  (b) In consideration of the foregoing we will pay you, in the
case of the AB Market Neutral Strategy-U.S., a monthly fee at an annualized rate
of 1.25% of the average daily net assets of the AB Market Neutral Strategy-U.S.
managed by you. Your compensation for the period from the date hereof through
the last day of the month in which the effective date hereof occurs shall be
prorated according to the proportion which such period bears to such full month.
In the event of any termination of this agreement, your compensation will be
calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (c) In consideration of the foregoing we will pay you, in the
case of the AB Emerging Markets Multi-Asset Portfolio, a monthly fee at an
annualized rate of 1% of the first $1 billion, .95 of 1% of the excess over $1
billion up to $2 billion, .90 of 1% of the excess over $2 billion up to $3
billion and .85 of 1% of the excess over $3 billion of the average daily net
assets of the AB Emerging Markets Multi-Asset Portfolio managed by you. Your
compensation for the period from the date hereof through the last day of the
month in which the effective date hereof occurs shall be prorated according to
the proportion which such period bears to such full month. In the event of any
termination of this agreement, your compensation will be calculated on the basis
of a period ending on the last day on which this agreement is in effect, subject
to proration based on the number of days elapsed in the current period as a
percentage of the total number of days in such period.

                  (d) In consideration of the foregoing we will pay you, in the
case of the AB Select US Equity Portfolio, a monthly fee at an annualized rate
of 1% of the average daily net assets of the AB Select US Equity Portfolio
managed by you. Your compensation for the period from the date hereof through
the last day of the month in which the effective date hereof occurs shall be
prorated according to the proportion which such period bears to such full month.
In the event of any termination of this agreement, your compensation will be
calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (e) In consideration of the foregoing we will pay you, in the
case of the AB All Market Growth Portfolio, a monthly fee at an annualized rate
of .60 of 1% of the average daily net assets of the AB All Market Growth
Portfolio managed by you. Your compensation for the period from the date hereof
through the last day of the month in which the effective date hereof occurs
shall be prorated according to the proportion which such period bears to such
full month. In the event of any termination of this agreement, your compensation
will be calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (f) In consideration of the foregoing we will pay you, in the
case of the AB Select US Long/Short Portfolio, a monthly fee at an annualized
rate of 1.70% of the first $2.5 billion, 1.60% of the excess over $2.5 billion
of the average daily net assets of the AB Select US Long/Short Portfolio managed
by you. Your compensation for the period from the date hereof through the last
day of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

                  (g) In consideration of the foregoing we will pay you, in the
case of AB Concentrated Growth Fund, a monthly fee at an annualized rate of
1.00% of the average daily net assets of the AB Concentrated Growth Fund managed
by you. Your compensation for the period from the date hereof through the last
day of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

                  (h) In consideration of the foregoing we will pay you, in the
case of AB Emerging Markets Growth Portfolio, a monthly fee at an annualized
rate of 1.175% the first $1 billion, 1.05% of the excess over $1 billion up to
$2 billion, 1.00% of the excess over $2 billion up to $3 billion, 0.90 of 1.00%
of the excess over $3 billion up to $6 billion, and 0.85 of 1.00% of the excess
over $6 billion of the average daily net assets of the AB Emerging Markets
Growth Portfolio managed by you. Your compensation for the period from the date
hereof through the last day of the month in which the effective date hereof
occurs shall be prorated according to the proportion which such period bears to
such full month. In the event of any termination of this agreement, your
compensation will be calculated on the basis of a period ending on the last day
on which this agreement is in effect, subject to proration based on the number
of days elapsed in the current period as a percentage of the total number of
days in such period.

                  (i) In consideration of the foregoing we will pay you, in the
case of AB Global Core Equity Portfolio, a monthly fee at an annualized rate of
0.75 of 1.00% of the first $2.5 billion, 0.65 of 1.00% of the excess over $2.5
billion up to $5.0 billion, and 0.60 of 1.00% of the excess over $5 billion of
the average daily net assets of the AB Global Core Equity Portfolio managed by
you. Your compensation for the period from the date hereof through the last day
of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

                  (j) In consideration of the foregoing we will pay you, in the
case of AB Small Cap Value Portfolio, a monthly fee at an annualized rate of
0.80% of the average daily net assets of the AB Small Cap Value Portfolio
managed by you. Your compensation for the period from the date hereof through
the last day of the month in which the effective date hereof occurs shall be
prorated according to the proportion which such period bears to such full month.
In the event of any termination of this agreement, your compensation will be
calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (k) In consideration of the foregoing we will pay you, in the
case of AB All Market Income Portfolio, a monthly fee at an annualized rate of
0.70% of the average daily net assets of the AB All Market Income Portfolio
managed by you. Your compensation for the period from the date hereof through
the last day of the month in which the effective date hereof occurs shall be
prorated according to the proportion which such period bears to such full month.
In the event of any termination of this agreement, your compensation will be
calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (l) In consideration of the foregoing we will pay you, in the
case of AB All Market Alternative Return Portfolio, a monthly fee at an
annualized rate of 1.00% of the average daily net assets of the AB All Market
Alternative Return Portfolio managed by you. Your compensation for the period
from the date hereof through the last day of the month in which the effective
date hereof occurs shall be prorated according to the proportion which such
period bears to such full month. In the event of any termination of this
agreement, your compensation will be calculated on the basis of a period ending
on the last day on which this agreement is in effect, subject to proration based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.

                  (m) In consideration of the foregoing we will pay you, in the
case of AB Concentrated International Growth Portfolio, a monthly fee at an
annualized rate of 0.85% of the average daily net assets of the AB Concentrated
International Growth Portfolio managed by you. Your compensation for the period
from the date hereof through the last day of the month in which the effective
date hereof occurs shall be prorated according to the proportion which such
period bears to such full month. In the event of any termination of this
agreement, your compensation will be calculated on the basis of a period ending
on the last day on which this agreement is in effect, subject to proration based
on the number of days elapsed in the current period as a percentage of the total
number of days in such period.

                  (n) In consideration of the foregoing we will pay you, in the
case of AB International Strategic Core Portfolio, a monthly fee at an
annualized rate of 0.75% of the first $2.5 billion, 0.65% of the excess of $2.5
billion up to $5 billion, and 0.60% of the excess over $5 billion of the average
daily net assets of the AB International Strategic Core Portfolio managed by
you. Your compensation for the period from the date hereof through the last day
of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

                  (o) In consideration of the foregoing we will pay you, in the
case of AB Emerging Markets Core Portfolio, a monthly fee at an annualized rate
of 1.175% the first $1 billion, 1.05% of the excess over $1 billion up to $2
billion, 1.00% of the excess over $2 billion up to $3 billion, 0.90 of 1.00% of
the excess over $3 billion up to $6 billion, and 0.85 of 1.00% of the excess
over $6 billion of the average daily net assets of the AB Emerging Markets Core
Portfolio managed by you. Your compensation for the period from the date hereof
through the last day of the month in which the effective date hereof occurs
shall be prorated according to the proportion which such period bears to such
full month. In the event of any termination of this agreement, your compensation
will be calculated on the basis of a period ending on the last day on which this
agreement is in effect, subject to proration based on the number of days elapsed
in the current period as a percentage of the total number of days in such
period.

                  (p) In consideration of the foregoing we will pay you, in the
case of AB Asia ex-Japan Equity Portfolio, a monthly fee at an annualized rate
of 0.90% of the first $2.5 billion and 0.85% of the excess over $2.5 billion of
the average daily net assets of the AB Asia ex-Japan Equity Portfolio managed by
you. Your compensation for the period from the date hereof through the last day
of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month. In the
event of any termination of this agreement, your compensation will be calculated
on the basis of a period ending on the last day on which this agreement is in
effect, subject to proration based on the number of days elapsed in the current
period as a percentage of the total number of days in such period.

            6.    This agreement shall become effective on the date hereof and
shall continue in force until September 30, 1992 with respect to the AB Small
Cap Growth Portfolio, August 2, 2012 with respect to the AB Market Neutral
Strategy-U.S., August 31, 2013 with respect to AB Emerging Markets Multi-Asset
Portfolio, December 8, 2013 with respect to AB Select US Equity Portfolio,
December 15, 2013 with respect to AB All Market Growth Portfolio, July 1, 2016
with respect to AB Select US Long/Short Portfolio, March 1, 2016 with respect
to AB Concentrated Growth Fund, October 22, 2016 with respect to AB Emerging
Markets Growth Portfolio, November 12, 2016 with respect to AB Global Core
Equity Portfolio, December 3, 2016 with respect to AB Small Cap Value
Portfolio, December 18, 2016 with respect to AB All Market Income Portfolio,
March 4, 2017 with respect to AB All Market Alternative Return Portfolio,
April 15, 2017 with respect to AB Concentrated International Growth Portfolio,
July 29, 2017 with respect to AB International Strategic Core Portfolio,
September 9, 2017 with respect to AB Emerging Markets Core Portfolio and
December 3, 2017 with respect to AB Asia ex-Japan Equity Portfolio, and
continue in effect thereafter with respect to a Portfolio provided that such
continuance is specifically approved at least annually by our Board of
Directors (including a majority of our directors who are not parties to this
agreement or interested persons, as defined in the Investment Company Act, of
any such party), or by vote of a majority of our outstanding voting securities
(as defined in the Investment Company Act) of each Portfolio. This agreement
may be terminated with respect to any Portfolio at any time, without the
payment of any penalty, by vote of a majority of the outstanding voting
securities (as so defined) of such Portfolio, or by a vote of a majority of
our entire Board of Directors on sixty days' written notice to you, or by you
with respect to any Portfolio on sixty days' written notice to us.

            7.    This agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge. The terms "transfer", "assignment", and "sale" as
used in this paragraph shall have the meanings ascribed thereto by governing
and any interpretation thereof contained in rules or regulations promulgated
by the Commission thereunder.

            8.    (a) Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or restrict
your right, or the right of any of your employees, or any of the Directors of
AllianceBernstein Corporation, general partner, who may also be a director,
officer or employee of ours, or persons otherwise interested persons with
respect to us (within the meaning of the Investment Company Act of 1940) to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.

                  (b) You will notify us of any change in the general partners
of your partnership within a reasonable time after such change.

            9.    It is understood that, whether or not we follow the
investment advice and recommendations given by you to us hereunder, the
provisions contained herein concerning your compensation hereunder shall be
binding on you and us.



            If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.


                              Very truly yours,


                              AB CAP FUND, INC.



                              By: /s/ Eric C. Freed
                                  -------------------------------
                                  Name:  Eric C. Freed
                                  Title: Assistant Secretary





Accepted: As of July 22, 1992, as amended September 7, 2004, December 15,
2004, December 23, 2009, August 2,  2010, October 26, 2010, July 6, 2011,
August 31, 2011, December 8, 2011, December 15, 2011, September 27, 2012,
December 12, 2012, March 1, 2014, October 22, 2014, November 12, 2014, December
3, 2014, December 18, 2014, March 4, 2015, April 15, 2015,  July 1, 2015, July
29, 2015, September 9, 2015 and December 3, 2015.



AllianceBernstein L.P.


By: /s/ Emilie D. Wrapp
    ------------------------------
    Name:  Emilie D. Wrapp
    Title: Assistant Secretary