ALLIANCE CAPITAL MANAGEMENT L P
8-K, 2000-10-03
INVESTMENT ADVICE
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                       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)                 OCTOBER 2, 2000
                                                                 ---------------



                        ALLIANCE CAPITAL MANAGEMENT L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                     000-29961                 13-4064930
--------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission             (I.R.S. Employer
incorporation or organization)        File Number)        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
                                                                    ------------


<PAGE>


Item 1.  CHANGES IN CONTROL OF REGISTRANT

                  Not applicable.

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

                  Not applicable.

Item 3.  BANKRUPTCY OR RECEIVERSHIP

                  Not applicable.

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                  Not applicable.

Item 5.  OTHER EVENTS

        On October 2, 2000 Alliance Capital Management L.P. ("Alliance Capital")
completed the acquisition of the business and assets of Sanford C. Bernstein
Inc. ("Bernstein") for $1.4754 billion in cash and 40.8 million newly issued
private limited partnership units of Alliance Capital.

        On October 2, 2000 a wholly-owned subsidiary of Alliance Capital
purchased 1,000,000 units of Alliance Capital Management Holding L.P. ("Alliance
Holding") for $47,560,000.00 in a private transaction. The Alliance Holding
units will be used to fund awards to be granted under a new deferred
compensation plan to be established in connection with Alliance Capital's
acquisition of the business and assets of Bernstein and under Alliance Capital's
existing deferred compensation plan, known as the Alliance Partners Compensation
Plan.

Item 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

                  Not applicable.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Financial Statements of Businesses Acquired

                           None.

                  (b)      Pro Forma Financial Information

                           None.


                  (c)      Exhibit

                           99.2       Press Release dated October 2, 2000



                                   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 L.P.

Dated: October 3, 2000                     By:    Alliance Capital Management
                                                  Corporation, General Partner

                                           By:    /s/ DAVID R. BREWER, JR.
                                                  ------------------------------
                                                  David R. Brewer, Jr.
                                                  Senior Vice President and
                                                  General Counsel


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