UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01716

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: June 30, 2015

Date of reporting period: March 31, 2015

ITEM 1. SCHEDULE OF INVESTMENTS.

AB Cap Fund, Inc. - Concentrated Growth Fund

Portfolio of Investments

March 31, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 98.1%
Information Technology - 24.1%
Electronic Equipment, Instruments & Components - 4.9%
Amphenol Corp.-Class A		174,327	$	10,273,090
IT Services - 9.9%
Accenture PLC-Class A		67,546		6,328,385
MasterCard, Inc.-Class A		167,211		14,445,358
				20,773,743
Software - 4.5%
ANSYS, Inc. (a)		106,783		9,417,193
Technology Hardware, Storage & Peripherals - 4.8%
Apple, Inc.		81,452		10,135,072
				50,599,098
Industrials - 21.5%
Aerospace & Defense - 6.0%
Precision Castparts Corp.		59,527		12,500,670
Electrical Equipment - 10.0%
AMETEK, Inc.		169,325		8,896,336
Sensata Technologies Holding NV (a)		211,812		12,168,599
				21,064,935
Professional Services - 5.5%
Verisk Analytics, Inc.-Class A (a)		162,604		11,609,925
				45,175,530
Health Care - 20.8%
Biotechnology - 3.7%
Celgene Corp. (a)		67,154		7,741,513
Health Care Equipment & Supplies - 5.7%
Abbott Laboratories		256,411		11,879,522
Life Sciences Tools & Services - 5.7%
Quintiles Transnational Holdings, Inc. (a)		179,758		12,038,393
Pharmaceuticals - 5.7%
Zoetis, Inc.		257,402		11,915,139
				43,574,567
Consumer Discretionary - 13.4%
Hotels, Restaurants & Leisure - 4.8%
Yum! Brands, Inc.		128,939		10,150,078
Textiles, Apparel & Luxury Goods - 8.6%
Ralph Lauren Corp.		62,920		8,273,980
VF Corp.		128,448		9,673,419
				17,947,399
				28,097,477
Materials - 6.9%
Chemicals - 6.9%
Ecolab, Inc.		127,222		14,551,652

Company	Shares		U.S. $ Value
Financials - 4.9%
Capital Markets - 4.9%
Charles Schwab Corp. (The)		334,697	$	10,188,177
Consumer Staples - 3.7%
Household Products - 3.7%
Colgate-Palmolive Co.		112,655		7,811,498
Energy - 2.8%
Energy Equipment & Services - 2.8%
FMC Technologies, Inc. (a)		158,347		5,860,422
Total Common Stocks (cost $189,157,507)				205,858,421
SHORT-TERM INVESTMENTS - 1.7%
Investment Companies - 1.7%
AB Fixed Income Shares, Inc. - Government STIF Portfolio, 0.10% (b)(c) (cost $3,648,255)		3,648,255		3,648,255
Total Investments - 99.8% (cost $192,805,762) (d)				209,506,676
Other assets less liabilities - 0.2%				335,157
Net Assets - 100.0%			$	209,841,833

(a) Non-income producing security.

(b) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) As of March 31, 2015, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $20,788,918 and gross unrealized depreciation of investments was $(4,088,004), resulting in net unrealized appreciation of $16,700,914.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

AB Cap Fund, Inc. - Concentrated Growth Fund

March 31, 2015 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2015:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

$

205,858,421

$

– 0

–

$

– 0

–

$

205,858,421

Short-Term Investments

3,648,255

– 0

–

– 0

–

3,648,255

Total Investments in Securities

209,506,676

– 0

–

– 0

–

209,506,676

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total^

$

209,506,676

$

– 0

–

$

– 0

–

$

209,506,676

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy and assumes the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

AB Cap Fund, Inc. - AB Emerging Markets Growth Portfolio

Portfolio of Investments

March 31, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 82.0%
Financials - 25.5%
Banks - 13.5%
Axis Bank Ltd. (GDR) (a)		1,970	$	88,157
Banco Davivienda SA (Preference Shares)		4,967		48,333
Bank Mandiri Persero Tbk PT		58,000		55,313
China Construction Bank Corp.-Class H		98,000		81,212
Credicorp Ltd.		466		65,534
HDFC Bank Ltd. (ADR)		2,900		170,781
Industrial & Commercial Bank of China Ltd.-Class H		148,000		109,282
Kasikornbank PCL		6,900		48,517
				667,129
Diversified Financial Services - 1.8%
Cielo SA		3,400		48,674
Premium Leisure Corp.		1,147,000		37,467
				86,141
Insurance - 5.4%
AIA Group Ltd.		29,200		183,144
BB Seguridade Participacoes SA		8,000		82,217
				265,361
Real Estate Management & Development - 4.8%
Ayala Land, Inc.		110,200		94,724
Global Logistic Properties Ltd.		73,000		140,897
				235,621
				1,254,252
Consumer Discretionary - 23.0%
Diversified Consumer Services - 5.4%
Estacio Participacoes SA		11,800		68,547
Kroton Educacional SA		11,600		37,400
New Oriental Education & Technology Group, Inc. (ADR) (b)		1,145		25,385
TAL Education Group (ADR) (b)		4,112		136,601
				267,933
Hotels, Restaurants & Leisure - 4.1%
Galaxy Entertainment Group Ltd.		4,000		18,110
Melco International Development Ltd.		16,000		26,924
NagaCorp Ltd.		32,000		21,164
Yum! Brands, Inc.		1,701		133,903
				200,101
Internet & Catalog Retail - 1.8%
JD.com, Inc. (ADR) (b)		969		28,469
Vipshop Holdings Ltd. (ADR) (b)		2,037		59,970
				88,439
Media - 4.7%
Naspers Ltd.-Class N		1,279		196,187

Company	Shares		U.S. $ Value
Surya Citra Media Tbk PT		142,500		36,974
				233,161
Multiline Retail - 2.0%
Matahari Department Store Tbk PT		63,500		95,492
Textiles, Apparel & Luxury Goods - 5.0%
Cie Financiere Richemont SA		17,513		140,834
Eclat Textile Co., Ltd.		8,000		104,830
				245,664
				1,130,790
Information Technology - 15.2%
Electronic Equipment, Instruments & Components - 1.0%
Delta Electronics, Inc.		8,000		50,412
Internet Software & Services - 6.7%
Alibaba Group Holding Ltd. (ADR) (b)		429		35,710
Baidu, Inc. (Sponsored ADR) (b)		710		147,964
Tencent Holdings Ltd.		7,800		148,222
				331,896
Semiconductors & Semiconductor Equipment - 7.5%
SK Hynix, Inc.		2,294		93,702
Taiwan Semiconductor Manufacturing Co., Ltd.		59,000		274,206
				367,908
				750,216
Consumer Staples - 9.0%
Food & Staples Retailing - 4.8%
7-Eleven Malaysia Holdings Bhd		50,400		21,774
Lenta Ltd. (GDR) (a)(b)		8,334		64,172
Magnit PJSC (Sponsored GDR) (a)		1,683		85,650
Olam International Ltd.		43,000		62,058
				233,654
Food Products - 1.0%
Unilever PLC		560		23,365
Universal Robina Corp.		5,410		27,327
				50,692
Tobacco - 3.2%
British American Tobacco PLC		3,039		157,372
				441,718
Industrials - 4.5%
Construction & Engineering - 1.6%
Larsen & Toubro Ltd. (GDR) (a)		2,840		78,851
Industrial Conglomerates - 2.2%
Alliance Global Group, Inc.		88,100		52,115
SM Investments Corp.		2,830		56,913
				109,028

Company	Shares		U.S. $ Value
Professional Services - 0.7%
51job, Inc. (ADR) (b)		1,084		34,975
				222,854
Telecommunication Services - 2.0%
Wireless Telecommunication Services - 2.0%
Tower Bersama Infrastructure Tbk PT		135,500		98,192
Materials - 1.6%
Construction Materials - 1.6%
Cemex Latam Holdings SA (b)		5,844		30,344
Grasim Industries Ltd. (GDR) (a)		854		49,432
				79,776
Health Care - 1.2%
Pharmaceuticals - 1.2%
Aspen Pharmacare Holdings Ltd. (b)		1,930		60,981
Total Common Stocks (cost $4,133,294)				4,038,779
WARRANTS - 18.3%
Information Technology - 5.4%
IT Services - 4.8%
HCL Technologies Ltd., Macquarie Bank Ltd., expiring 9/09/16 (b)		6,880		108,586
Tata Consultancy Services Ltd., Macquarie Bank Ltd., expiring 12/12/16 (b)		3,080		126,623
				235,209
Internet Software & Services - 0.6%
Just Dial Ltd., Merrill Lynch Intl & Co., expiring 2/06/19 (b)		1,540		32,766
				267,975
Health Care - 4.8%
Pharmaceuticals - 4.8%
Lupin Ltd., Deutsche Bank AG London, expiring 2/20/17 (b)		3,560		114,344
Sun Pharmaceutical Industries Ltd., Merrill Lynch Intl & Co., expiring 7/27/18 (b)		7,580		124,284
				238,628
Financials - 4.5%
Thrifts & Mortgage Finance - 3.0%
Housing Development Finance Corp. Ltd., JPMorgan Structured Products, expiring 5/05/16 (a)(b)		6,980		147,514
Consumer Finance - 1.5%
Muthoot Finance Ltd., Merrill Lynch Intl & Co., expiring 5/22/18 (b)		6,050		19,917

Company		Shares			U.S. $ Value
Shriram Transport Finance Co., Ltd., Merrill Lynch Intl & Co., expiring 1/30/19 (b)			3,030			54,216
						74,133
						221,647
Consumer Discretionary - 1.5%
Textiles, Apparel & Luxury Goods - 1.5%
Titan Co., Ltd., JPMorgan Structured Products, expiring 8/24/16 (b)			11,670			73,277
Industrials - 1.1%
Construction & Engineering - 0.9%
IRB Infrastructure Developers Ltd., Deutsche Bank AG London, expiring 2/12/18 (a)(b)			11,240			44,124
Electrical Equipment - 0.2%
Amara Raja Batteries Ltd., Deutsche Bank AG London, expiring 3/14/18 (b)			650			8,713
						52,837
Consumer Staples - 1.0%
Tobacco - 1.0%
ITC Ltd., expiring 2/14/17 (a)(b)			9,290			48,553
Total Warrants (cost $847,607)						902,917
SHORT-TERM INVESTMENTS - 1.0%
Investment Companies - 0.9%
AB Fixed-Income Shares, Inc.-Government STIF Portfolio, 0.10% (c)(d) (cost $45,318)			45,318			45,318
		Principal Amount (000)
Time Deposits - 0.1%
BBH Grand Cayman
(0.198)%, 4/01/15	EUR		1			1,149
0.005%, 4/01/15	HKD		4			568
0.005%, 4/01/15	SGD		1			843
0.074%, 4/01/15	GBP		0	**		608
4.80%, 4/01/15	ZAR		14			1,139
Total Time Deposits (cost $4,438)						4,307
Total Short-Term Investments (cost $49,756)						49,625
Total Investments - 101.3% (cost $5,030,657) (e)						4,991,321
Other assets less liabilities - (1.3)%						(64,094	)
Net Assets - 100.0%					$	4,927,227

** Principal amount less than 500

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2015, the aggregate market value of these securities amounted to $606,453 or 12.3% of net assets.

(b) Non-income producing security.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(e) As of March 31, 2015, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $307,229 and gross unrealized depreciation of investments was $(346,565), resulting in net unrealized depreciation of $(39,336).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Currency Abbreviations:

EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
SGD	-	Singapore Dollar
ZAR	-	South African Rand

Glossary:

ADR	-	American Depositary Receipt
GDR	-	Global Depositary Receipt
PJSC	-	Public Joint Stock Company

Country Breakdown*

March 31, 2015 (unaudited)

25.8%	India
16.2%	China
8.6%	Taiwan
5.7%	Indonesia
5.4%	Philippines
5.2%	South Africa
4.7%	Brazil
4.6%	Hong Kong
4.1%	Singapore
3.6%	United Kingdom
3.0%	Russia
2.8%	Switzerland
2.7%	United States
6.6%	Other
1.0%	Short-Term
100.0%

* All data are as of March 31, 2015. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.9% or less in the following countries: Cambodia, Colombia, Euro Zone Malaysia, Peru, South Korea and Thailand.

AB Emerging Markets Growth Portfolio

March 31, 2015 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of March 31, 2015:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

$

503,696

$

750,556

$

– 0

–

$

1,254,252

Consumer Discretionary

490,275

640,515

– 0

–

1,130,790

Information Technology

183,674

566,542

– 0

–

750,216

Consumer Staples

85,946

355,772

– 0

–

441,718

Industrials

34,975

187,879

– 0

–

222,854

Telecommunication Services

98,192

– 0

–

– 0

–

98,192

Materials

30,344

49,432

– 0

–

79,776

Health Care

– 0

–

60,981

– 0

–

60,981

Warrants

– 0

–

902,917

– 0

–

902,917

Short-Term Investments:

Investment Companies

45,318

– 0

–

– 0

–

45,318

Time Deposits

– 0

–

4,307

– 0

–

4,307

Total Investments in Securities

1,472,420

3,518,901

– 0

–

4,991,321

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

1,472,420

$

3,518,901

$

– 0

–

$

4,991,321

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instrument was transferred at the beginning of the reporting period.

The Adviser established the Valuation Committee (the “Committee”) to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

AB Cap Fund, Inc. - AB Global Core Equity Portfolio

Portfolio of Investments

March 31, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 98.5%
Financials - 27.0%
Banks - 1.1%
DBS Group Holdings Ltd.		26,900	$	398,869
Capital Markets - 1.9%
BlackRock, Inc.-Class A		916		335,110
T Rowe Price Group, Inc.		4,303		348,457
				683,567
Consumer Finance - 5.4%
American Express Co.		25,028		1,955,188
Diversified Financial Services - 16.6%
BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros		171,400		599,340
Cielo SA		24,600		352,172
CME Group, Inc./IL-Class A		12,763		1,208,784
London Stock Exchange Group PLC		15,490		563,372
McGraw Hill Financial, Inc.		16,314		1,686,867
Moody’s Corp.		8,147		845,658
Singapore Exchange Ltd.		118,500		702,630
				5,958,823
Insurance - 2.0%
Arthur J Gallagher & Co.		7,653		357,778
Assurant, Inc.		5,850		359,248
				717,026
				9,713,473
Information Technology - 17.3%
Communications Equipment - 2.8%
Cisco Systems, Inc.		6,132		168,783
QUALCOMM, Inc.		12,151		842,551
				1,011,334
Internet Software & Services - 2.8%
carsales.com Ltd.		48,275		379,820
Google, Inc.-Class C (a)		1,110		608,280
				988,100
IT Services - 2.6%
Visa, Inc.-Class A		14,260		932,746
Software - 9.1%
Check Point Software Technologies Ltd. (a)		8,437		691,581
Microsoft Corp.		18,299		743,946
SAP SE		25,637		1,852,975
				3,288,502
				6,220,682
Health Care - 14.1%
Biotechnology - 1.8%
Gilead Sciences, Inc. (a)		6,481		635,980
Health Care Providers & Services - 8.4%
Anthem, Inc.		2,367		365,488

Company	Shares		U.S. $ Value
Cigna Corp.		2,720	$	352,077
Express Scripts Holding Co. (a)		5,601		485,999
UnitedHealth Group, Inc.		15,444		1,826,871
				3,030,435
Pharmaceuticals - 3.9%
Johnson & Johnson		9,100		915,460
Novo Nordisk A/S-Class B		9,187		490,437
				1,405,897
				5,072,312
Industrials - 12.7%
Commercial Services & Supplies - 1.7%
Taiwan Secom Co., Ltd.		226,000		610,327
Electrical Equipment - 3.6%
ABB Ltd. (a)		43,978		932,950
Schneider Electric SE (Paris)		4,685		364,581
				1,297,531
Machinery - 4.8%
Dover Corp.		9,657		667,492
Kone Oyj-Class B		9,543		423,139
Parker-Hannifin Corp.		5,400		641,412
				1,732,043
Professional Services - 2.1%
Experian PLC		46,056		762,366
Road & Rail - 0.5%
DSV A/S		6,222		193,372
				4,595,639
Consumer Staples - 11.2%
Beverages - 4.3%
Ambev SA		48,300		279,217
Diageo PLC		46,498		1,284,941
				1,564,158
Food Products - 2.1%
Nestle SA		5,126		386,000
Unilever NV		8,575		358,329
				744,329
Household Products - 3.7%
Procter & Gamble Co. (The)		16,270		1,333,164
Personal Products - 1.1%
Estee Lauder Cos., Inc. (The)-Class A		4,761		395,925
				4,037,576
Consumer Discretionary - 7.7%
Hotels, Restaurants & Leisure - 1.4%
SJM Holdings Ltd.		376,000		491,084
Media - 3.2%
Markit Ltd. (a)		21,329		573,750

Company	Shares		U.S. $ Value
Omnicom Group, Inc.		7,340	$	572,373
				1,146,123
Specialty Retail - 1.4%
GrandVision NV (a)(b)		9,534		224,455
SA SA International Holdings Ltd.		582,000		285,291
				509,746
Textiles, Apparel & Luxury Goods - 1.7%
HUGO BOSS AG		2,581		313,570
Samsonite International SA		89,400		312,240
				625,810
				2,772,763
Energy - 4.6%
Energy Equipment & Services - 1.5%
Amec Foster Wheeler PLC		39,540		528,911
Oil, Gas & Consumable Fuels - 3.1%
KazMunaiGas Exploration Production JSC (GDR) (b)		67,380		832,630
Lukoil OAO (London) (Sponsored ADR)		6,099		280,127
				1,112,757
				1,641,668
Utilities - 2.2%
Electric Utilities - 1.2%
Enersis SA (Sponsored ADR)		26,044		423,475
Water Utilities - 1.0%
Guangdong Investment Ltd.		288,000		379,162
				802,637
Materials - 1.7%
Chemicals - 0.8%
BASF SE		3,134		310,252
Metals & Mining - 0.9%
BHP Billiton PLC		14,301		313,840
				624,092
Total Common Stocks (cost $35,668,084)				35,480,842
SHORT-TERM INVESTMENTS - 2.5%
Investment Companies - 2.2%
AB Fixed-Income Shares, Inc. - Government STIF Portfolio, 0.10% (c)(d) (cost $806,740)		806,740		806,740

		Principal Amount (000)		U.S. $ Value
Time Deposits - 0.3%
BBH, Grand Cayman
(1.00)%, 4/01/15	CHF		5	$	5,324
(0.198)%, 4/01/15	EUR		6		6,341
(0.10)%, 4/01/15	DKK		439		63,195
0.005%, 4/01/15	HKD		56		7,291
0.005%, 4/01/15	JPY		69		577
0.005%, 4/01/15	SGD		8		5,481
0.074%, 4/01/15	GBP		8		11,698
1.212%, 4/01/15	AUD		8		6,280
Total Time Deposits (cost $106,198)					106,187
Total Short-Term Investments (cost $912,938)					912,927
Total Investments - 101.0% (cost $36,581,022) (e)					36,393,769
Other assets less liabilities - (1.0)%					(353,381	)
Net Assets - 100.0%				$	36,040,388

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2015, the aggregate market value of these securities amounted to $1,057,085 or 2.9% of net assets.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(e) As of March 31, 2015, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $456,900 and gross unrealized depreciation of investments was $(644,153), resulting in net unrealized depreciation of $(187,253).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Currency Abbreviations:

AUD	-	Australian Dollar
CHF	-	Swiss Franc
DKK	-	Danish Krone
EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
JPY	-	Japanese Yen
SGD	-	Singapore Dollar

Glossary:

ADR	-	American Depositary Receipt
GDR	-	Global Depositary Receipt
JSC	-	Joint Stock Company

Country Breakdown *

March 31, 2015 (unaudited)

53.5%	United States
9.6%	United Kingdom
6.8%	Germany
3.6%	Switzerland
3.4%	Brazil
3.0%	Singapore
2.3%	Kazakhstan
2.1%	Hong Kong
1.9%	Australia
1.9%	Israel
1.9%	Denmark
1.7%	Taiwan
1.2%	Chile
4.6%	Other
2.5%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2015. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.2% or less in the following countries: China, Finland, France, Netherlands and Russia.

AB Global Core Equity Portfolio

March 31, 2015 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of March 31, 2015:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Financials	$	8,048,602		$	1,664,871		$	– 0	–	$	9,713,473
Information Technology		4,367,707			1,852,975			– 0	–		6,220,682
Health Care		4,581,875			490,437			– 0	–		5,072,312
Industrials		1,308,904			3,286,735			– 0	–		4,595,639
Consumer Staples		2,008,306			2,029,270			– 0	–		4,037,576
Consumer Discretionary		1,370,578			1,402,185			– 0	–		2,772,763
Energy		280,127			1,361,541			– 0	–		1,641,668
Utilities		423,475			379,162			– 0	–		802,637
Materials		– 0	–		624,092			– 0	–		624,092
Short-Term Investments:
Investment Companies		806,740			– 0	–		– 0	–		806,740
Time Deposits		– 0	–		106,187			– 0	–		106,187
Total Investments in Securities		23,196,314			13,197,455	†		– 0	–		36,393,769
Other Financial Instruments*		– 0	–		– 0	–		– 0	–		– 0	–
Total	$	23,196,314		$	13,197,455		$	– 0	–	$	36,393,769

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

† A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instrument was transferred at the beginning of the reporting period.

The Adviser established the Valuation Committee (the “Committee”) to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other

instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

AB Select US Equity Portfolio

Portfolio of Investments

March 31, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 95.5%
Consumer Discretionary - 20.2%
Hotels, Restaurants & Leisure - 2.6%
Royal Caribbean Cruises Ltd.		39,287	$	3,215,641
Wyndham Worldwide Corp.		65,362		5,913,300
				9,128,941
Household Durables - 2.2%
Lennar Corp.-Class A		66,162		3,427,853
Mohawk Industries, Inc. (a)		8,487		1,576,460
Toll Brothers, Inc. (a)		72,396		2,848,059
				7,852,372
Internet & Catalog Retail - 1.2%
Amazon.com, Inc. (a)		2,589		963,367
Priceline Group, Inc. (The) (a)		2,994		3,485,465
				4,448,832
Media - 8.0%
Comcast Corp.-Class A		70,979		4,008,184
Time Warner, Inc.		148,549		12,543,478
Walt Disney Co. (The)		114,000		11,957,460
				28,509,122
Multiline Retail - 2.7%
Dollar General Corp. (a)		90,774		6,842,544
Dollar Tree, Inc. (a)		34,329		2,785,627
				9,628,171
Specialty Retail - 3.5%
AutoNation, Inc. (a)		84,606		5,442,704
Home Depot, Inc. (The)		63,695		7,236,389
				12,679,093
				72,246,531
Financials - 18.5%
Banks - 8.6%
Citigroup, Inc.		97,309		5,013,360
JPMorgan Chase & Co.		35,604		2,156,890
US Bancorp/MN		148,538		6,486,654
Wells Fargo & Co.		312,812		17,016,973
				30,673,877
Capital Markets - 1.8%
Goldman Sachs Group, Inc. (The)		33,429		6,283,649
Consumer Finance - 1.2%
Capital One Financial Corp.		55,346		4,362,372
Diversified Financial Services - 3.7%
Berkshire Hathaway, Inc.-Class B (a)		44,189		6,377,356
McGraw Hill Financial, Inc.		66,675		6,894,195
				13,271,551

Company	Shares		U.S. $ Value
Real Estate Investment Trusts (REITs) - 2.6%
American Tower Corp.		35,783		3,368,970
Crown Castle International Corp.		74,365		6,138,087
				9,507,057
Real Estate Management & Development - 0.6%
Realogy Holdings Corp. (a)		50,604		2,301,470
				66,399,976
Information Technology - 15.3%
Internet Software & Services - 5.4%
eBay, Inc. (a)		115,372		6,654,657
Facebook, Inc.-Class A (a)		33,978		2,793,501
Google, Inc.-Class C (a)		12,420		6,806,160
Yahoo!, Inc. (a)		68,131		3,027,401
				19,281,719
IT Services - 2.1%
Cognizant Technology Solutions Corp.-Class A (a)		82,453		5,144,243
Visa, Inc.-Class A		39,471		2,581,798
				7,726,041
Semiconductors & Semiconductor Equipment - 1.3%
Intel Corp.		62,660		1,959,378
NXP Semiconductors NV (a)		25,730		2,582,263
				4,541,641
Software - 0.8%
Electronic Arts, Inc. (a)		49,196		2,893,462
Technology Hardware, Storage & Peripherals - 5.7%
Apple, Inc.		110,522		13,752,253
EMC Corp./MA		142,865		3,651,629
Hewlett-Packard Co.		95,912		2,988,618
				20,392,500
				54,835,363
Health Care - 13.2%
Biotechnology - 1.4%
Celgene Corp. (a)		18,101		2,086,683
Gilead Sciences, Inc. (a)		29,935		2,937,522
				5,024,205
Health Care Equipment & Supplies - 3.0%
Medtronic PLC		139,269		10,861,589
Health Care Providers & Services - 3.2%
HCA Holdings, Inc. (a)		29,618		2,228,162
McKesson Corp.		40,669		9,199,328
				11,427,490
Pharmaceuticals - 5.6%
Actavis PLC (a)		52,179		15,529,514

Company	Shares		U.S. $ Value
Johnson & Johnson		44,614		4,488,168
				20,017,682
				47,330,966
Consumer Staples - 12.5%
Food & Staples Retailing - 9.4%
CVS Health Corp.		121,235		12,512,664
Kroger Co. (The)		227,528		17,442,297
Sysco Corp.		98,747		3,725,724
				33,680,685
Food Products - 2.8%
General Mills, Inc.		43,295		2,450,497
Kellogg Co.		66,038		4,355,206
Kraft Foods Group, Inc.		37,972		3,307,931
				10,113,634
Tobacco - 0.3%
Reynolds American, Inc.		15,012		1,034,477
				44,828,796
Industrials - 8.2%
Aerospace & Defense - 6.0%
Lockheed Martin Corp.		35,181		7,140,336
Northrop Grumman Corp.		38,998		6,277,118
United Technologies Corp.		69,938		8,196,733
				21,614,187
Airlines - 0.8%
Delta Air Lines, Inc.		61,106		2,747,326
Road & Rail - 1.4%
Union Pacific Corp.		47,619		5,157,614
				29,519,127
Energy - 4.1%
Oil, Gas & Consumable Fuels - 4.1%
Anadarko Petroleum Corp.		48,696		4,032,516
EOG Resources, Inc.		45,214		4,145,672
Marathon Petroleum Corp.		32,644		3,342,419
Occidental Petroleum Corp.		42,435		3,097,755
				14,618,362
Materials - 2.5%
Chemicals - 0.9%
Ecolab, Inc.		27,707		3,169,127
Containers & Packaging - 1.6%
Sealed Air Corp.		128,057		5,834,277
				9,003,404
Telecommunication Services - 1.0%
Diversified Telecommunication Services - 1.0%
Verizon Communications, Inc.		73,538		3,576,153
Total Common Stocks (cost $300,202,980)				342,358,678

Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 1.1%
Funds and Investment Trusts - 1.1%
Health Care Select Sector SPDR Fund (cost $2,676,703)		52,417		3,800,232
SHORT-TERM INVESTMENTS - 3.8%
Investment Companies - 3.8%
AB Fixed-Income Shares, Inc.-Government STIF Portfolio, 0.10% (b)(c) (cost $13,794,578)		13,794,578		13,794,578
Total Investments - 100.4% (cost $316,674,261) (d)				359,953,488
Other assets less liabilities - (0.4)%				(1,414,851	)
Net Assets - 100.0%			$	358,538,637

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(d) As of March 31, 2015, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $43,969,731 and gross unrealized depreciation of investments was $(690,504), resulting in net unrealized appreciation of $43,279,227.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Glossary:

SPDR - Standard & Poor’s Depository Receipt

AB Select US Equity Portfolio

March 31, 2015 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2015:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

$

342,358,678

$

– 0

–

$

– 0

–

$

342,358,678

Investment Companies

3,800,232

– 0

–

– 0

–

3,800,232

Short-Term Investments:

Investment Companies

13,794,578

– 0

–

– 0

–

13,794,578

Total Investments in Securities

359,953,488

– 0

–

– 0

–

359,953,488

Other Financial Instruments**:

– 0

–

– 0

–

– 0

–

– 0

–

Total^

$

359,953,488

$

– 0

–

$

– 0

–

$

359,953,488

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instrument was transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series

of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

AB Select US Long/Short Portfolio

Portfolio of Investments

March 31, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 75.5%
Consumer Discretionary - 18.3%
Hotels, Restaurants & Leisure - 2.4%
Bloomin’ Brands, Inc.		236,714	$	5,759,252
Royal Caribbean Cruises Ltd.		147,797		12,097,184
Wyndham Worldwide Corp.		245,928		22,249,106
Yum! Brands, Inc.		78,682		6,193,847
				46,299,389
Household Durables - 1.6%
Lennar Corp.-Class A		249,013		12,901,364
Mohawk Industries, Inc. (a)		31,930		5,930,997
Toll Brothers, Inc. (a)		272,474		10,719,127
				29,551,488
Internet & Catalog Retail - 1.6%
Amazon.com, Inc. (a)		30,509		11,352,399
Netflix, Inc. (a)		12,979		5,408,219
Priceline Group, Inc. (The) (a)		11,266		13,115,314
				29,875,932
Media - 7.8%
AMC Entertainment Holdings, Inc.-Class A		97,948		3,476,175
AMC Networks, Inc.-Class A (a)		67,847		5,199,794
CBS Corp.-Class B		157,273		9,535,462
Cinemark Holdings, Inc.		160,371		7,227,921
Comcast Corp.-Class A		267,141		15,085,452
Lions Gate Entertainment Corp.		142,360		4,828,851
Regal Entertainment Group-Class A		178,355		4,073,628
Time Warner, Inc.		558,828		47,187,437
Viacom, Inc.-Class B		117,697		8,038,705
Walt Disney Co. (The)		428,989		44,996,656
				149,650,081
Multiline Retail - 1.9%
Dollar General Corp. (a)		341,484		25,741,064
Dollar Tree, Inc. (a)		129,146		10,479,552
				36,220,616
Specialty Retail - 3.0%
AutoNation, Inc. (a)		318,285		20,475,274
Bed Bath & Beyond, Inc. (a)		52,281		4,013,874
GNC Holdings, Inc.-Class A		130,663		6,411,634
Home Depot, Inc. (The)		239,615		27,222,660
				58,123,442
				349,720,948
Financials - 13.8%
Banks - 6.7%
Citigroup, Inc.		366,069		18,859,875
JPMorgan Chase & Co.		134,466		8,145,950
US Bancorp/MN		558,959		24,409,740

Company	Shares		U.S. $ Value
Wells Fargo & Co.		1,430,542	$	77,821,485
				129,237,050
Capital Markets - 1.2%
Goldman Sachs Group, Inc. (The)		125,761		23,639,295
Consumer Finance - 0.9%
Capital One Financial Corp.		208,208		16,410,955
Diversified Financial Services - 2.6%
Berkshire Hathaway, Inc.-Class B (a)		166,239		23,991,612
McGraw Hill Financial, Inc.		250,830		25,935,822
				49,927,434
Real Estate Investment Trusts (REITs) - 1.9%
American Tower Corp.		134,611		12,673,626
Crown Castle International Corp.		279,801		23,094,774
				35,768,400
Real Estate Management & Development - 0.5%
Realogy Holdings Corp. (a)		190,459		8,662,075
				263,645,209
Information Technology - 11.4%
Communications Equipment - 0.3%
Cisco Systems, Inc.		196,458		5,407,506
Internet Software & Services - 3.9%
eBay, Inc. (a)		434,021		25,034,331
Facebook, Inc.-Class A (a)		127,826		10,509,215
Google, Inc.-Class C (a)		46,726		25,605,848
Pandora Media, Inc. (a)		162,462		2,633,509
Yahoo!, Inc. (a)		256,306		11,388,957
				75,171,860
IT Services - 1.5%
Cognizant Technology Solutions Corp.-Class A (a)		310,181		19,352,193
Visa, Inc.-Class A		148,490		9,712,731
				29,064,924
Semiconductors & Semiconductor Equipment - 0.9%
Intel Corp.		235,721		7,370,996
NXP Semiconductors NV (a)		96,798		9,714,647
				17,085,643
Software - 0.8%
Electronic Arts, Inc. (a)		225,287		13,250,255
Take-Two Interactive Software, Inc. (a)		98,000		2,494,590
				15,744,845
Technology Hardware, Storage & Peripherals - 4.0%
Apple, Inc.		415,775		51,734,883
EMC Corp./MA		537,445		13,737,094

Company	Shares		U.S. $ Value
Hewlett-Packard Co.		360,815	$	11,242,996
				76,714,973
				219,189,751
Consumer Staples - 10.2%
Beverages - 0.2%
Monster Beverage Corp. (a)		22,572		3,123,852
Food & Staples Retailing - 6.6%
CVS Health Corp.		456,079		47,071,914
Kroger Co. (The)		855,939		65,616,284
Sysco Corp.		371,480		14,015,940
				126,704,138
Food Products - 2.5%
Boulder Brands, Inc. (a)		160,423		1,528,831
General Mills, Inc.		214,641		12,148,681
Kellogg Co.		249,723		16,469,232
Kraft Foods Group, Inc.		146,035		12,721,839
Mondelez International, Inc.-Class A		130,702		4,717,035
				47,585,618
Household Products - 0.3%
Procter & Gamble Co. (The)		74,957		6,141,976
Personal Products - 0.3%
Estee Lauder Cos., Inc. (The)-Class A		70,893		5,895,462
Tobacco - 0.3%
Reynolds American, Inc.		85,982		5,925,020
				195,376,066
Health Care - 10.1%
Biotechnology - 1.0%
Celgene Corp. (a)		68,096		7,850,107
Gilead Sciences, Inc. (a)		112,612		11,050,615
				18,900,722
Health Care Equipment & Supplies - 2.1%
Medtronic PLC		523,918		40,860,365
Health Care Providers & Services - 2.6%
Brookdale Senior Living, Inc. (a)		184,067		6,950,370
HCA Holdings, Inc. (a)		111,423		8,382,352
McKesson Corp.		152,999		34,608,374
				49,941,096
Pharmaceuticals - 4.4%
Actavis PLC (a)		196,325		58,430,247
Johnson & Johnson		167,834		16,884,100
Mylan NV (a)		64,567		3,832,052
Pfizer, Inc.		138,727		4,826,312
				83,972,711
				193,674,894

Company	Shares		U.S. $ Value
Industrials - 5.8%
Aerospace & Defense - 4.3%
Lockheed Martin Corp.		132,350	$	26,861,756
Northrop Grumman Corp.		146,713		23,614,925
United Technologies Corp.		263,102		30,835,554
				81,312,235
Airlines - 0.5%
Delta Air Lines, Inc.		229,879		10,335,360
Road & Rail - 1.0%
Union Pacific Corp.		179,139		19,402,545
				111,050,140
Energy - 2.9%
Oil, Gas & Consumable Fuels - 2.9%
Anadarko Petroleum Corp.		183,191		15,170,047
EOG Resources, Inc.		170,095		15,596,010
Marathon Petroleum Corp.		122,807		12,574,209
Occidental Petroleum Corp.		159,639		11,653,647
				54,993,913
Materials - 2.3%
Chemicals - 0.9%
Axiall Corp.		103,215		4,844,912
Ecolab, Inc.		104,235		11,922,399
				16,767,311
Containers & Packaging - 1.1%
Sealed Air Corp.		481,740		21,948,074
Paper & Forest Products - 0.3%
Louisiana-Pacific Corp. (a)		345,366		5,701,993
				44,417,378
Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.7%
Verizon Communications, Inc.		276,643		13,453,149
Total Common Stocks (cost $1,427,898,021)				1,445,521,448
INVESTMENT COMPANIES - 0.7%
Funds and Investment Trusts - 0.7%
Health Care Select Sector SPDR Fund (cost $14,200,848)		197,190		14,296,275
SHORT-TERM INVESTMENTS - 25.9%
Investment Companies - 25.9%
AllianceBernstein Fixed-Income Shares, Inc. - Government STIF Portfolio, 0.10% (b)(c) (cost $495,656,469)		495,656,469		495,656,469
Total Investments Before Securities Sold - 102.1% (cost $1,937,755,338)			$	1,955,474,192

	Shares			U.S. $ Value
SECURITIES SOLD SHORT - (5.5)%
INVESTMENT COMPANIES - (4.0)%
Funds and Investment Trusts - (4.0)%
CurrencyShares Euro Trust (a)		(70,291	)		(7,430,462	)
CurrencyShares Japanese Yen Trust (a)		(53,287	)		(4,317,313	)
Financial Select Sector SPDR Fund		(297,189	)		(7,165,227	)
PowerShares Senior Loan Portfolio		(1,203,122	)		(28,983,209	)
SPDR S&P 500 ETF Trust		(136,557	)		(28,189,461	)
Total Investment Companies (proceeds $76,501,784)					(76,085,672	)
COMMON STOCKS - (1.5)%
Consumer Discretionary - (0.6)%
Hotels, Restaurants & Leisure - 0.0%
Caesars Entertainment Corp. (a)		(35,825	)		(377,237	)
Media - (0.4)%
Discovery Communications, Inc.-Class A (a)		(31,656	)		(973,739	)
Discovery Communications, Inc.-Class C (a)		(22,624	)		(666,842	)
Gannett Co., Inc.		(118,337	)		(4,387,936	)
Twenty-First Century Fox, Inc.-Class A		(78,107	)		(2,643,141	)
					(8,671,658	)
Specialty Retail - (0.2)%
CarMax, Inc. (a)		(42,700	)		(2,946,727	)
					(11,995,622	)
Information Technology - (0.6)%
Internet Software & Services - (0.3)%
Alibaba Group Holding Ltd. ADR (a)		(24,363	)		(2,027,976	)
CoStar Group, Inc. (a)		(13,214	)		(2,614,126	)
GrubHub, Inc. (a)		(37,250	)		(1,690,777	)
					(6,332,879	)
Software - (0.3)%
SAP SE (Sponsored ADR)		(27,879	)		(2,012,028	)
VMware, Inc.-Class A (a)		(38,622	)		(3,167,390	)
					(5,179,418	)
					(11,512,297	)
Industrials - (0.3)%
Professional Services - (0.3)%
Robert Half International, Inc.		(82,107	)		(4,969,116	)
Total Common Stocks (proceeds $27,829,541)					(28,477,035	)
Total Securities Sold Short (proceeds $104,331,325)					(104,562,707	)

	U.S. $ Value
Total Investments, Net of Securities Sold Short - 96.6% (cost $1,833,424,013) (d)	$	1,850,911,485
Other assets less liabilities - 3.4% (e)		64,175,965
Net Assets - 100.0%	$	1,915,087,450

FUTURES

Type	Number of Contracts		Expiration Month		Original Value		Value at March 31, 2015		Unrealized Appreciation/ (Depreciation)
Sold Contracts
Russell 2000 Mini Index Futures		39		June 2015	$	4,688,898	$	4,870,710	$	(181,812	)

(a) Non-income producing security.

(b) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) As of March 31, 2015, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $33,736,687 and gross unrealized depreciation of investments was $(16,249,215), resulting in net unrealized appreciation of $17,487,472.

(e) An amount of U.S. $596,700 has been segregated to collateralize margin requirements for the open futures contracts at March 31, 2015.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Glossary:

ADR	-	American Depositary Receipt
ETF	-	Exchange Traded Fund
SPDR	-	Standard & Poor’s Depository Receipt

AB Select US Long/Short Portfolio

March 31, 2015 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, by pricing vendors, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2015:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

$

1,445,521,448

$

– 0

–

$

– 0

–

$

1,445,521,448

Investment Companies

14,296,275

– 0

–

– 0

–

14,296,275

Short-Term Investments

495,656,469

– 0

–

– 0

–

495,656,469

Liabilities:

Investment Companies

(76,085,672

)

– 0

–

– 0

–

(76,085,672

)

Common Stocks*

(28,477,035

)

– 0

–

– 0

–

(28,477,035

)

Total Investments in Securities

1,850,911,485

– 0

–

– 0

–

1,850,911,485

Other Financial Instruments** :

Assets

– 0

–

– 0

–

– 0

–

– 0

–

Liabilities:

Futures

(181,812

)

– 0

–

– 0

–

(181,812

)

Total^

$

1,850,729,673

$

– 0

–

$

– 0

–

$

1,850,729,673

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy and assumes the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Valuation Committee (the “Committee”) to oversee the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

The following exhibits are attached to this Form N-Q:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
3 (a) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3 (a) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Cap Fund, Inc.

By:	/s/     Robert M. Keith
	Robert M. Keith
	President
Date:	May 21, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/     Robert M. Keith
	Robert M. Keith
	President
Date:	May 21, 2015
By:	/s/     Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	May 21, 2015