Date of Report (Date of earliest event reported):

January 25, 2006

Delaware

001-09818

13-3434400

(State of 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

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.

Alliance Capital Management Holding L.P. (“Alliance Holding”) is furnishing the news release it issued on January 25, 2006 concerning financial and operating results for the quarter and year ended December 31, 2005 (“4Q05 Earnings Release”). The 4Q05 Earnings Release also states that Alliance Holding and Alliance Capital Management L.P. (“Alliance Capital”) will change their names to AllianceBernstein Holding L.P. and AllianceBernstein L.P., respectively, effective late February 2006. The 4Q05 Earnings Release is attached hereto as Exhibit 99.02.

Alliance Holding is furnishing its Fourth Quarter 2005 Review, dated January 25, 2006 (“4Q05 Review”). The 4Q05 Review is attached hereto as Exhibit 99.03.

Alliance Holding is furnishing a transcript of its conference call with analysts relating to financial and operating results for the quarter ended December 31, 2005 (“4Q05 Transcript”). The call took place on January 25, 2006. The 4Q05 Transcript is attached hereto as Exhibit 99.04.

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.

Item 5.06.

Change in Shell Company Status.

Not applicable.

Section 6.

Asset-Backed Securities

Item 6.01.

ABS Informational and Computational Material.

Not applicable.

Item 6.02.

Change of Servicer or Trustee.

Not applicable.

Item 6.03.

Change in Credit Enhancement or Other External Support.

Not applicable.

Item 6.04.

Failure to Make a Required Distribution.

Not applicable.

Item 6.05.

Securities Act Updating Disclosure.

Not applicable.

Section 7.

Regulation FD

Item 7.01.

Regulation FD Disclosure.

Alliance Holding is furnishing the 4Q05 Earnings Release, which is attached hereto as Exhibit 99.02.

Alliance Holding is furnishing the 4Q05 Review, which is attached hereto as Exhibit 99.03.

Alliance Holding is furnishing the 4Q05 Transcript, which is attached hereto as Exhibit 99.04.

Section 8.

Other Events

Item 8.01.

Other Events.

As noted in Item 2.02, the 4Q05 Earnings Release states, among other things, that Alliance Holding and Alliance Capital will change their names to AllianceBernstein Holding L.P. and AllianceBernstein L.P., respectively, effective late February 2006.

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)

Shell company transactions.

None.

(d)

Exhibits.

99.02

Alliance Holding is furnishing the 4Q05 Earnings Release.

99.03

Alliance Holding is furnishing the 4Q05 Review.

99.04

Alliance Holding is furnishing the 4Q05 Transcript.

ALLIANCE CAPITAL MANAGEMENT
HOLDING L.P.

By:

Alliance Capital Management

Corporation, General Partner

Dated: January 26, 2006

By:

/s/ Robert H. Joseph, Jr.

Robert H. Joseph, Jr.

Senior Vice President and

Chief Financial Officer