UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 57489 / March 13, 2008

ADMINISTRATIVE PROCEEDING
File No. 3-11359

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan").

On January 15, 2004, the Commission issued an Amended Order instituting settled administrative and cease-and-desist proceedings against Alliance Capital Management, L.P. ("Alliance Capital") in this matter ("the Order"). In the Matter of Alliance Capital Management, L.P., Administrative Proceeding File No. 3-11359, Investment Advisers Act of 1940 Release No. 2205A, and Investment Company Act of 1940 Release No. 26312A (Jan. 15, 2004). In the Order, the Commission authorized and established a Fair Fund, comprised of $250 million in disgorgement and penalties paid by Alliance Capital for distribution to mutual fund investors affected by certain market timing trading activity. The Order provided that the Fair Fund was to be distributed pursuant to a distribution plan developed by an Independent Distribution Consultant.

Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov. Interested parties may also obtain a written copy of the Distribution Plan by submitting a written request to Gerald Gross, Assistant Regional Director, United States Securities and Exchange Commission, Room 4300, 3 World Financial Center, New York, NY 10281-1022. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than April 14, 2008:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
    
2. by using the Commission's Internet comment form (Submit comments on Proposed Distribution Plan); or
    

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by e-mail or via the Commission's website should include "Administrative Proceeding File Number 3-11359" on the subject line. Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

The Fair Fund is comprised of $321 million plus accumulated interest, consisting of the $250 million paid by Alliance Capital, plus accumulated interest; $715,003 paid in aggregate by three former employees of Alliance Capital, plus accumulated interest, see Matter of Carifa, Administrative Proceeding File No. 3-11915, Investment Advisers Act of 1940 Release No. 2379, and Investment Company Act of 1940 Release No. 26859 (April 28, 2005); Matter of Laughlin, Administrative Proceeding File No. 3-11916, Securities Exchange Act of 1934 Release No. 51624, Investment Advisers Act of 1940 Release No. 2380, and Investment Company Act of 1940 Release No. 26860 (April 28, 2005); and Matter of Malone, Administrative Proceeding File No. 3-11914, Investment Advisers Act of 1940 Release No. 2378, and Investment Company Act of 1940 Release No. 26858 (April 28, 2005); and $70.8 million derived from a settlement with a market timer in Alliance Capital funds, see SEC v. Daniel Calugar and Security Brokerage, Inc., Case No. CV-S-03-1600-RDJ-RJJ (D. Nev.) and Litigation Release No. 19526 (January 10, 2006). The Distribution Plan provides for distribution of the Fair Fund to eligible investors in the mutual funds identified in the plan to compensate them for market timing conducted pursuant to negotiated, but undisclosed, arrangements with market timers between January 1, 2001 and September 30, 2003. If the Distribution Plan is approved, eligible investors will receive proportionate shares of the Fair Fund as calculated by the Independent Distribution Consultant. The shares will be calculated from information in Alliance Capital's records, and records obtained from third-party intermediaries. Eligible Investors will not need to go through a claims process.

For the Commission, by its Secretary, pursuant to delegated authority.

See also Proposed Distribution Plan

http://www.sec.gov/litigation/admin/34-57489.htm