8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2004

ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-09818	13-3434400
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, New York, New York	10105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  212-969-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1.Registrant’s Business and Operations

Item 1.01.Entry into a Material Definitive Agreement.

Not applicable.

Item 1.02.Termination of a Material Definitive Agreement.

Not applicable.

Item 1.03.Bankruptcy or Receivership.

Not applicable.

Section 2.Financial Information

Item 2.01.Completion of Acquisition or Disposition of Assets.

Not applicable.

Item 2.02.Results of Operations and Financial Condition.

Not applicable.

Item 2.03.Creation of a Direct Financial Obligation or

an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Not applicable.

Item 2.04.Triggering Events that Accelerate or Increase a Direct Financial Obligation or

an Obligation under an Off-Balance Sheet Arrangement.

Not applicable.

Item 2.05.Costs Associated with Exit or Disposal Activities.

Not applicable.

Item 2.06.Material Impairments.

Not applicable.

Section 3.Securities and Trading Markets

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Not applicable.

Item 3.02.Unregistered Sales of Equity Securities.

Not applicable.

Item 3.03.Material Modification to Rights of Security Holders.

Not applicable.

Section 4.Matters Relating to Accountants and Financial Statements

Item 4.01.Changes in Registrant’s Certifying Accountant.

Not applicable.

Item 4.02.Non-Reliance on Previously Issued Financial Statements or

a Related Audit Report or Completed Interim Review.

Not applicable.

Section 5.Corporate Governance and Management

Item 5.01.Changes in Control of Registrant.

Not applicable.

Item 5.02.Departure of Directors or Principal Officers;

Election of Directors; Appointment of Principal Officers.

Not applicable.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Not applicable.

Item 5.04.Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

Not applicable.

Item 5.05.Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Not applicable.

Section 6.[Reserved]

Section 7.Regulation FD

Item 7.01.Regulation FD Disclosure.

Alliance Capital Management Holding L.P. (“Alliance Holding”) is furnishing a News Release it issued on December 9, 2004, in which it announced Alliance Capital Management L.P.’s preliminary assets under management at November 30, 2004.  The News Release is attached hereto as Exhibit 99.27.

Section 8.Other Events

Item 8.01.Other Events.

Not applicable.

Section 9.Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits.

(a)Financial statements of businesses acquired.

None.

(b)Pro forma financial information.

None.

(c)Exhibits.

99.27Alliance Holding is furnishing the News Release it issued on December 9, 2004.

SIGNATURES

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

	ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
Dated: December 9, 2004	By:	Alliance Capital Management
		Corporation, General Partner
	By:	/s/ Robert H. Joseph, Jr.
		Robert H. Joseph, Jr.
		Senior Vice President
		and Chief Financial Officer

EX-99.27

Exhibit 99.27

News Release

FOR IMMEDIATE RELEASE

Contacts:	Valerie Haertel (Investor Relations)	John Meyers (Media)
	(212) 969-6414	(212) 969-2301
	investor_relations@acml.com	john_meyers@acml.com

ALLIANCE CAPITAL ANNOUNCES NOVEMBER 30, 2004 ASSETS UNDER MANAGEMENT

New York, NY, December 9, 2004 – Alliance Capital Management Holding L.P. (“Alliance Holding”) (NYSE: AC) and Alliance Capital Management L.P. (“Alliance Capital”) today reported that preliminary assets under management increased by approximately $18 billion, or 3.6%, to $512 billion at November 30, 2004 from $494 billion at October 31, 2004.

ALLIANCE CAPITAL MANAGEMENT L.P. ASSETS UNDER MANAGEMENT
($ billions)
	At November 30, 2004 (preliminary)				At Oct 31, 2004	At Dec 31, 2003	At Nov 30, 2003
	Retail	Institutional Investment Management	Private Client	Total	Total	Total	Total
Equity
Growth	$46	$69	$11	$126	$119	$130	$122
Value	40	112	36	188	177	152	144
Total Equity	86	181	47	314	296	282	266
Fixed Income	67	89	13	169	170	164	163
Passive	5	24	0	29	28	29	27
Total	$158	$294	$60	$512	$494	$475	$456
	At October 31, 2004
Total	$152	$284	$58	$494

Page 2 of 2: Alliance Capital

ABOUT ALLIANCE CAPITAL

Alliance Capital is a leading global investment management firm providing services for many of the largest U.S. public and private employee benefit plans, foundations, public employee retirement funds, pension funds, endowments, banks, insurance companies and high-net-worth individuals worldwide. Alliance Capital is also one of the largest mutual fund sponsors, with a diverse family of globally distributed mutual fund portfolios.  Through its Sanford C. Bernstein & Co., LLC subsidiary, Alliance provides in-depth research, portfolio strategy and trade execution to the institutional investment community. At September 30, 2004, Alliance Holding owned approximately 31.6% of the Alliance Capital Units. AXA Financial was the beneficial owner of approximately 57.8% of the outstanding Alliance Capital Units at September 30, 2004 (including those held indirectly through its ownership of approximately 1.8% of the outstanding Alliance Holding Units), which, including the general partnership interests in Alliance Capital and Alliance Holding, represent an approximate 58.3% economic interest in Alliance Capital. AXA Financial, Inc. is a wholly-owned subsidiary of AXA, one of the largest global financial services organizations.  Additional information may be found at www.alliancecapital.com.

Forward-Looking Statements

Certain statements provided by Alliance Capital and Alliance Holding in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  The most significant of such factors include, but are not limited to, the following: the performance of financial markets, the investment performance of Alliance Capital’s sponsored investment products and separately managed accounts, general economic conditions, future acquisitions, competitive conditions, and government regulations, including changes in tax rates.  Alliance Capital and Alliance Holding caution readers to carefully consider such factors.  Further, such forward-looking statements speak only as of the date on which such statements are made; Alliance Capital and Alliance Holding undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.  For further information regarding these forward-looking statements and the factors that could cause actual results to differ, please refer to the Risk Factors section in Part I of Form 10-K for the year ended December 31, 2003.  Any or all of the forward-looking statements that we make in Form 10-K, this presentation or any other public statements we issue may turn out to be wrong. It is important to remember that other factors besides those listed in the Risk Factors section of Form 10-K could also adversely affect our business, operating results or financial condition.

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