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Seward & Kissel LLP

901 K Street, NW

Suite 800

Washington, DC 20001

Telephone: (202) 737-8833

Facsimile: (202) 737-5184

www.sewkis.com

    August 24, 2021

Via EDGAR CORRESPONDENCE

Mr. Sonny Oh

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    AB Cap Fund, Inc.

    Post-Effective Amendment No. 285

    File Nos. 2-9901 and 811-01716

Dear Mr. Oh:

This letter responds to
additional comments of the staff of the Securities and Exchange Commission (the “Staff”) regarding (1) the above-referenced
post-effective amendment to the registration statement filed on June 24, 2021 (the “Post-Effective Amendment”), on Form N-1A
for AB Sustainable US Thematic Portfolio (“Fund”), a series of AB Cap Fund, Inc. (“Registrant”), and (2) Registrant’s
response letters to Staff comments on the Post-Effective Amendment, which were filed via EDGAR correspondence on August 13, 2021 (“Initial
Response Letter”) and August 19, 2021 (“Second Response Letter”). You provided additional Staff comments to me by telephone
on August 20, 2021.

Noting its previous comments
reflected in the earlier response letters, the Staff indicated that the Registrant should consider and further clarify the Fund’s
disclosure, in particular with respect to (1) describing the Fund’s sustainability criteria, including how the Adviser identifies
companies for the investment portfolio through the use of sustainable investment themes that “align” with the United Nations
Sustainable Development Goals (Comment 6 of the Initial Response Letter); (2) the Adviser’s use (and types) of internal research
(Comments 9 and 11 of the Initial Response Letter); and (3) how ESG risk factors are applied in the Adviser’s bottom-up analysis
(Comment 4 of the Second Response Letter). The Staff also made the following additional comments:

 · Clarify
                                            the reference to “examples” of the sustainable investment themes in the second
                                            sentence under “Principal Investment Strategies.”

 · The disclosure indicates that the Adviser emphasizes
positive selection criteria over broad-based negative screens. Clearly disclose whether the Fund uses negative screens, and, if so, describe
the negative screens. If negative screens are not used, remove the reference to these screens.

The Registrant has reviewed
the Fund’s disclosure and, in response to the Staff’s additional comments, will make a Rule 497 filing that reflects the following
redlined changes under “Principal Strategies” of the Fund’s Prospectus:

PRINCIPAL STRATEGIES

The Fund pursues opportunistic growth by
investing primarily in a portfolio of U.S. companies whose business activities the Adviser believes position the issuer to benefit from
certain environmentally- or socially-oriented sustainable investment themes that align with one or more of the United Nations Sustainable
Development Goals (“SDGs”). Examples of theseThese
themes include the advancement of health, climate, and empowerment. Under normal conditions, the Fund invests at least 80% of its net
assets in equity securities of U.S. companies that satisfy the Fund’s sustainability criteria,
as described above. A company that derives at least 25% of its total revenues from activities
consistent with the achievement of the SDGs meets such criteria, although many of the companies in which the Fund invests will derive
a much greater portion of their revenues from such activities.

The Adviser employs a combination of “top-down”
and “bottom-up” investment processes with the goal of identifying, based on its internal research and analysis, the most attractive
U.S. securities that fit into sustainable investment themes. First, under the top-down approach, the Adviser seeks to identify the sustainable
investment themes. In addition to this “top-down” thematic approach, the Adviser then uses a “bottom-up” analysis
of individual companies that focuses on prospective earnings growth, valuation and quality of company management and on evaluating a company’s
risks relating to environmental, social, and corporate governance (“ESG”) factors. ESG factors, which can vary across companies
and industries, may include environmental impact, corporate governance, ethical business practices, diversity and employee practices,
product safety, supply chain management and community impact. Eligible investments include securities of issuers that the Adviser believes
will maximize total return while also contributing to positive societal impact aligned with one or more SDGs. While
the Adviser emphasizes positive selection criteria over broad-based negative screens in assessing an issuer’s exposure to ESG factors,
the Fund will not invest in companies that derive direct revenues from alcohol, coal, gambling, pornography, prisons, tobacco and weapons.
The Adviser emphasizes positive selection criteria over broad-based negative screens (e.g., disqualifying
business activities) in assessing an issuer’s exposure to ESG factors.

* * *

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Registrant will make the additional
changes described in this letter and believes that the disclosure complies with requirements under Form N-1A and the federal securities
laws related to full and fair disclosure of information.

If you have any additional comments
or questions, please contact Paul M. Miller or the undersigned at (202) 737-8833.

    Sincerely,

    /s/ Lancelot A. King

         Lancelot A. King

    cc:
    Emilie D. Wrapp, Esq.

    Eric C. Freed, Esq.

    Paul M. Miller, Esq.

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