Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GORDON MARK R
   2. Issuer Name and Ticker or Trading Symbol
ALLIANCE CAPITAL MANAGEMENT HOLDING LP [NOT PUBLIC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of General Partner
(Last)
(First)
(Middle)
C/O ADAM R. SPILKA, ALLIANCE CAPITAL MANAGEMENT CORPORATION		 3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004
(Street)

NEW YORK, NY 10105		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
units of limited partnership interest (Units) 12/07/2004   J(1)(2)   8,160,000 D $ 0 (1) (2) 16,320,000 (3) I (3) by SCB Partners (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GORDON MARK R
C/O ADAM R. SPILKA
ALLIANCE CAPITAL MANAGEMENT CORPORATION
NEW YORK, NY 10105		       EVP of General Partner  

Signatures

 /s/ Adam Spilka, by pwr. att'y   12/09/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 7, 2004, SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial, Inc. ("AXF") informing AXF of Partners' intention to require AXF (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement dated as of June 20, 2000 ("Purchase Agreement") among AXF, Alliance Capital Management L.P. and SCB Inc. ("SCB"). The purchase price for each Unit that may be sold to AXF pursuant to the Purchase Agreement upon delivery of such exercise notice will be the average closing prices of a Holding Unit (as defined below) as quoted on the NYSE Composite Transaction Tape for the ten trading days ending on the fifth trading day following December 7, 2004. Upon the purchase by AXF (or its designee) of the 8,160,000 Units, Partners will hold 16,320,000 Units.
(2) As used herein, the term "Holding Unit" means a unit representing assignments of beneficial ownership of limited partnership inte rests in Alliance Capital Management Holding L.P.
(3) Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 16,320,000 Units following the transaction described herein. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Reporting Person, by being a stockholder of SCB, may be deemed to own beneficially and indirectly 16,320,000 Units following the transaction described herein. Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

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