Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Directors of AB
FlexFee Core Opportunities Portfolio, AB FlexFee
Emerging Markets Growth Portfolio, AB FlexFee
International Strategic Core Portfolio, AB FlexFee
Large Cap Growth Portfolio and AB FlexFee US
Thematic Portfolio:

In planning and performing our audit of the
financial statements of AB FlexFee Core
Opportunities Portfolio, AB FlexFee Emerging
Markets Growth Portfolio, AB FlexFee
International Strategic Core Portfolio, AB FlexFee
Large Cap Growth Portfolio and AB FlexFee US
Thematic Portfolio (five of the funds constituting
the AB Cap Fund, Inc. (the "Company")), as of and
for the year ended December 31, 2018, in
accordance with the standards of the Public
Company Accounting Oversight Board (United
States), we considered the Company's internal
control over financial reporting, including controls
over safeguarding securities, as a basis for
designing our auditing procedures for the purpose
of expressing our opinions on the financial
statements and to comply with the requirements of
Form N-CEN, but not for the purpose of expressing
an opinion on the effectiveness of the Company's
internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Company is responsible for
establishing and maintaining effective internal
control over financial reporting. In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls. A company's
internal control over financial reporting is a process
designed to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with U.S. generally
accepted accounting principles. A company's
internal control over financial reporting includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with U.S.
generally accepted accounting principles, and that
receipts and expenditures of the company are being
made only in accordance with authorizations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use
or disposition of a company's assets that could have
a material effect on the financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees,
in the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or
a combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the company's annual or interim financial
statements will not be prevented or detected on a
timely basis.

Our consideration of the Company's internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the Public Company
Accounting Oversight Board (United States).
However, we noted no deficiencies in the
Company's internal control over financial reporting
and its operation, including controls over
safeguarding securities that we consider to be a
material weakness as defined above as of December
31, 2018.

This report is intended solely for the information
and use of management and the Board of Directors
of AB Cap Fund, Inc. and the Securities and
Exchange Commission, and is not intended to be
and should not be used by anyone other than these
specified parties.


/s/Ernst & Young LLP


New York, New York
February 26, 2019