As filed with the Securities and Exchange Commission on March 10, 1998
                                                 Registration No. 333-
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               ------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                               ------------

                     Alliance Capital Management L.P.
            (Exact Name of issuer as specified in its charter)

<TABLE>
<S>                                        <C>                                                  <C>
               Delaware                                          6282                                13-3434400
    (State or other jurisdiction of                  (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)                        Classification No.)                    Identification No.)
                                                      1345 Avenue of the Americas
                                                          New York, NY 10105
                                                            (212) 969-1000
                                               (Address of principal executive offices)

                                                   Alliance Capital Management L.P.
                                                     1997 Long Term Incentive Plan
                                                       (Full title of the Plan)

                                                      David R. Brewer, Jr., Esq.
                                                   Alliance Capital Management L.P.
                                                      1345 Avenue of the Americas
                                                          New York, NY 10105

                                                (Name and address of agent for service)
                                            Telephone number, including area code, of agent
                                                     for service:  (212) 969-1000
</TABLE>

<TABLE>
<CAPTION>
                                                         CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                           Proposed         Proposed
                                                            Maximum         Maximum
                                                           Offering        Aggregate         Amount of
       Title of Securities             Amount to be        Price Per        Offering        Registration
        to be Registered                Registered*         Share**         Price**             Fee
--------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>             <C>              <C>
Units Representing                    8,000,000 Units       $51.91        $415,250,000        $122,499
Assignments of Beneficial
Ownership of Limited
Partnership Interests............
========================================================================================================


*  Plus an indeterminate number of additional Units which may be offered and
   issued to prevent dilution resulting from Unit splits, Unit  dividends or
   similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
   the Securities Act of 1933 solely for the purpose of computing the
   registration fee, based on the average of the high and low sale prices of
   the securities being registered hereby on the Composite Tape on
   March 6, 1998.
========================================================================================================
</TABLE>




                                  PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               The information required to be provided to participants
pursuant to this Item is set forth in the Prospectus for the Alliance Capital
Management L.P. 1997 Long Term Incentive Plan (the "Plan").  A copy of the
Plan is attached to the  Prospectus as Exhibit A.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Alliance Capital Management L.P. (the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 8,000,000 Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in the
Registrant ("Units"), for issuance pursuant to the Plan and such indeterminate
number of additional Units which may be offered and issued to prevent dilution
resulting from Unit splits, Unit dividends or similar transactions pursuant to
the Plan.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The Registrant hereby incorporates herein by reference the
following documents:

               (1)  The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

               (2)  All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1996;

               (3)  The description of the Units contained in the Registration
Statement on Form 8-A dated January 18, 1988, filed under the Exchange Act,
including any amendment thereto or report filed for the purpose of updating
such description; and

               (4)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The validity of the plan interests offered hereby will be
passed upon for the Registrant by David R. Brewer, Jr., Senior Vice President
and General Counsel of Alliance Capital Management Corporation, the general
partner of the Registrant (the "General Partner").  As of the date of this
Registration Statement, the fair market value of securities of the Registrant,
including options, beneficially owned by Mr. Brewer exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial interest in
the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act permits a limited partnership to indemnify and hold harmless
any partner or other person from and against any and all claims whatsoever,
subject to such standards and restrictions, if any, as set forth in its
partnership agreement.  Provision for indemnification under the Registrant's
Agreement of Limited Partnership (As Amended and Restated) dated as of
November 19, 1987, as amended (the "Partnership Agreement") is set forth in
Section 6.9 of the Partnership Agreement.  The Registrant has granted broad
rights of indemnification to officers of the General Partner and to employees
of the Registrant.  In addition, the Registrant has assumed indemnification
obligations previously extended by the predecessor of the General Partner to
its directors, officers and employees.  The foregoing indemnification
provisions are not exclusive, and the Registrant is authorized to enter into
additional indemnification arrangements.

               The Registrant maintains an insurance policy insuring the
directors and officers of the General Partner against certain acts and
omissions while acting in their official capacities.



                                 EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:

Exhibit No.
-----------
 5.1           Opinion of David R. Brewer, Jr., Esq.
 23.1          Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
 23.2          Consent of Independent Auditors
 24            Powers-of-Attorney



                               UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

      (i) to include any prospectus required by Section 10(a)(3) of the 1933
   Act;

      (ii) to reflect in the prospectus any facts or events arising after the
   effective date of this Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   Registration Statement; and

      (iii) to include any material information with respect to the plan of
   distribution not previously disclosed in this Registration Statement or any
   material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-

effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

               (2) that, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned Registrant hereby undertakes that, for
      purposes of determining any liability under the 1933 Act, each filing of
      the Registrant's Annual Report pursuant to Section 13(a) or Section
      15(d) of the Exchange Act (and, where applicable, each filing of an
      employee benefit plan's Annual Report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in this Registration
      Statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under
      the 1933 Act may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Commission such indemnification is against public policy as expressed
      in the Act and is, therefore, unenforceable.  In the event that a claim
      for indemnification against such liabilities (other than the payment by
      the registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered,
      the Registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Act and will be governed by the final
      adjudication of such issue.



                                SIGNATURES

               PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THIS 10TH DAY OF
MARCH 1998.

                              ALLIANCE CAPITAL MANAGEMENT L.P.



                              By: Alliance Capital Management Corporation,
                                  General Partner



                              By: /s/ Dave H. Williams
                                  -----------------------------------
                              Name:  Dave H. Williams
                              Title: Chairman


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE 10TH DAY OF MARCH, 1998.

Signature                          Title
---------                          ------


/s/ Dave H. Williams
-----------------------------      Chief Executive Officer (Principal
Dave H. Williams                   Executive Officer), Chairman of
                                   the Board and Director


/s/ Robert H. Joseph, Jr.
-----------------------------      Senior Vice President and Chief
Robert H. Joseph, Jr.              Financial Officer (Principal
                                   Financial Officer)


/s/ Gerard Friscia
-----------------------------      Senior Vice President and
Gerard Friscia                     Controller (Principal Accounting
                                   Officer)


/s/ David R. Brewer, Jr.
-----------------------------      Senior Vice President and General
David R. Brewer, Jr.               Counsel


/s/ Bruce W. Calvert
-----------------------------      Vice Chairman and Chief
Bruce W. Calvert                   Investment Officer, Director


/s/ John D. Carifa
-----------------------------      President and Chief Operating
John D. Carifa                     Officer, Director


*
-----------------------------      Director
Claude Bebear


*
-----------------------------      Director
Donald H. Brydon


*
-----------------------------      Director
Henri de Castries


*
-----------------------------      Director
Kevin C. Dolan


*
-----------------------------      Director
Denis Duverne


*
-----------------------------      Vice Chairman and Director
Alfred Harrison


*
-----------------------------      Director
Benjamin D. Holloway


*
-----------------------------      Director
Joseph J. Melone


*
-----------------------------      Director
Frank Savage


*
-----------------------------      Director
Stanley B. Tulin


*
-----------------------------      Director
Reba W. Williams


*
-----------------------------      Director
Robert B. Zoellick



* By: /s/ David R. Brewer, Jr.
      ----------------------------------------------
      (David R. Brewer, Jr., Esq., Attorney-in-fact)




                             INDEX TO EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:

<TABLE>
<CAPTION>
Exhibit                                                                       Sequentially
Number                              Exhibit                                  Numbered Page
-------                             -------                                  -------------
<S>           <C>                                                            <C>
 5.1          Opinion of David R. Brewer, Jr., Esq.                                10
 23.1         Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
 23.2         Consent of Independent Auditors                                      11
 24           Powers-of-Attorney                                                   12
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17279}]
{"company-data": {"conformed-name": "ALLIANCE CAPITAL MANAGEMENT LP", "cik": "0000825313", "assigned-sic": "6282", "irs-number": "133434400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47665", "film-number": "98561514"}, "business-address": {"street1": "1345 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10105", "phone": "2129692292"}, "mail-address": {"street1": "1345 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10105"}}
As filed with the Securities and Exchange Commission on March 10, 1998
                                                 Registration No. 333-
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               ------------

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                               ------------

                     Alliance Capital Management L.P.
            (Exact Name of issuer as specified in its charter)
Delaware                                          6282                                13-3434400
    (State or other jurisdiction of                  (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)                        Classification No.)                    Identification No.)
                                                      1345 Avenue of the Americas
                                                          New York, NY 10105
                                                            (212) 969-1000
                                               (Address of principal executive offices)

                                                   Alliance Capital Management L.P.
                                                     1997 Long Term Incentive Plan
                                                       (Full title of the Plan)

                                                      David R. Brewer, Jr., Esq.
                                                   Alliance Capital Management L.P.
                                                      1345 Avenue of the Americas
                                                          New York, NY 10105

                                                (Name and address of agent for service)
                                            Telephone number, including area code, of agent
                                                     for service:  (212) 969-1000
CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                           Proposed         Proposed
                                                            Maximum         Maximum
                                                           Offering        Aggregate         Amount of
       Title of Securities             Amount to be        Price Per        Offering        Registration
        to be Registered                Registered*         Share**         Price**             Fee
--------------------------------------------------------------------------------------------------------
Units Representing                    8,000,000 Units       $51.91        $415,250,000        $122,499
Assignments of Beneficial
Ownership of Limited
Partnership Interests............
========================================================================================================

*  Plus an indeterminate number of additional Units which may be offered and
   issued to prevent dilution resulting from Unit splits, Unit  dividends or
   similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
   the Securities Act of 1933 solely for the purpose of computing the
   registration fee, based on the average of the high and low sale prices of
   the securities being registered hereby on the Composite Tape on
   March 6, 1998.
========================================================================================================
PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               The information required to be provided to participants
pursuant to this Item is set forth in the Prospectus for the Alliance Capital
Management L.P. 1997 Long Term Incentive Plan (the "Plan").  A copy of the
Plan is attached to the  Prospectus as Exhibit A.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Alliance Capital Management L.P. (the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 8,000,000 Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in the
Registrant ("Units"), for issuance pursuant to the Plan and such indeterminate
number of additional Units which may be offered and issued to prevent dilution
resulting from Unit splits, Unit dividends or similar transactions pursuant to
the Plan.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The Registrant hereby incorporates herein by reference the
following documents:

               (1)  The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;

               (2)  All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1996;

               (3)  The description of the Units contained in the Registration
Statement on Form 8-A dated January 18, 1988, filed under the Exchange Act,
including any amendment thereto or report filed for the purpose of updating
such description; and

               (4)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               The validity of the plan interests offered hereby will be
passed upon for the Registrant by David R. Brewer, Jr., Senior Vice President
and General Counsel of Alliance Capital Management Corporation, the general
partner of the Registrant (the "General Partner").  As of the date of this
Registration Statement, the fair market value of securities of the Registrant,
including options, beneficially owned by Mr. Brewer exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial interest in
the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act permits a limited partnership to indemnify and hold harmless
any partner or other person from and against any and all claims whatsoever,
subject to such standards and restrictions, if any, as set forth in its
partnership agreement.  Provision for indemnification under the Registrant's
Agreement of Limited Partnership (As Amended and Restated) dated as of
November 19, 1987, as amended (the "Partnership Agreement") is set forth in
Section 6.9 of the Partnership Agreement.  The Registrant has granted broad
rights of indemnification to officers of the General Partner and to employees
of the Registrant.  In addition, the Registrant has assumed indemnification
obligations previously extended by the predecessor of the General Partner to
its directors, officers and employees.  The foregoing indemnification
provisions are not exclusive, and the Registrant is authorized to enter into
additional indemnification arrangements.

               The Registrant maintains an insurance policy insuring the
directors and officers of the General Partner against certain acts and
omissions while acting in their official capacities.

                                 EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:

Exhibit No.
-----------
 5.1           Opinion of David R. Brewer, Jr., Esq.
 23.1          Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
 23.2          Consent of Independent Auditors
 24            Powers-of-Attorney

                               UNDERTAKINGS

               (a) The undersigned registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

      (i) to include any prospectus required by Section 10(a)(3) of the 1933
   Act;

      (ii) to reflect in the prospectus any facts or events arising after the
   effective date of this Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   Registration Statement; and

      (iii) to include any material information with respect to the plan of
   distribution not previously disclosed in this Registration Statement or any
   material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-

effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

               (2) that, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned Registrant hereby undertakes that, for
      purposes of determining any liability under the 1933 Act, each filing of
      the Registrant's Annual Report pursuant to Section 13(a) or Section
      15(d) of the Exchange Act (and, where applicable, each filing of an
      employee benefit plan's Annual Report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in this Registration
      Statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under
      the 1933 Act may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Commission such indemnification is against public policy as expressed
      in the Act and is, therefore, unenforceable.  In the event that a claim
      for indemnification against such liabilities (other than the payment by
      the registrant of expenses incurred or paid by a director, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
      controlling person in connection with the securities being registered,
      the Registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Act and will be governed by the final
      adjudication of such issue.

                                SIGNATURES

               PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THIS 10TH DAY OF
MARCH 1998.

                              ALLIANCE CAPITAL MANAGEMENT L.P.

                              By: Alliance Capital Management Corporation,
                                  General Partner

                              By: /s/ Dave H. Williams
                                  -----------------------------------
                              Name:  Dave H. Williams
                              Title: Chairman

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE 10TH DAY OF MARCH, 1998.

Signature                          Title
---------                          ------

/s/ Dave H. Williams
-----------------------------      Chief Executive Officer (Principal
Dave H. Williams                   Executive Officer), Chairman of
                                   the Board and Director

/s/ Robert H. Joseph, Jr.
-----------------------------      Senior Vice President and Chief
Robert H. Joseph, Jr.              Financial Officer (Principal
                                   Financial Officer)

/s/ Gerard Friscia
-----------------------------      Senior Vice President and
Gerard Friscia                     Controller (Principal Accounting
                                   Officer)

/s/ David R. Brewer, Jr.
-----------------------------      Senior Vice President and General
David R. Brewer, Jr.               Counsel

/s/ Bruce W. Calvert
-----------------------------      Vice Chairman and Chief
Bruce W. Calvert                   Investment Officer, Director

/s/ John D. Carifa
-----------------------------      President and Chief Operating
John D. Carifa                     Officer, Director

*
-----------------------------      Director
Claude Bebear

*
-----------------------------      Director
Donald H. Brydon

*
-----------------------------      Director
Henri de Castries

*
-----------------------------      Director
Kevin C. Dolan

*
-----------------------------      Director
Denis Duverne

*
-----------------------------      Vice Chairman and Director
Alfred Harrison

*
-----------------------------      Director
Benjamin D. Holloway

*
-----------------------------      Director
Joseph J. Melone

*
-----------------------------      Director
Frank Savage

*
-----------------------------      Director
Stanley B. Tulin

*
-----------------------------      Director
Reba W. Williams

*
-----------------------------      Director
Robert B. Zoellick

* By: /s/ David R. Brewer, Jr.
      ----------------------------------------------
      (David R. Brewer, Jr., Esq., Attorney-in-fact)

                             INDEX TO EXHIBITS

               The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit                                                                       Sequentially
Number                              Exhibit                                  Numbered Page
-------                             -------                                  -------------
5.1          Opinion of David R. Brewer, Jr., Esq.                                10
 23.1         Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
 23.2         Consent of Independent Auditors                                      11
 24           Powers-of-Attorney                                                   12