This is filed pursuant to Rule 497(e).

AllianceBernstein Trust
File Nos. 333-51938 and 811-10221.

AllianceBernstein Growth and Income Fund, Inc.
File Nos. 2-11023 and 811-00126.

AllianceBernstein Disciplined Value Fund, Inc.
File Nos. 333-90261 and 811-09687.

AllianceBernstein Balanced Shares, Inc.
File Nos. 2-10988 and 811-00134.

AllianceBernstein Utility Income Fund, Inc.
File Nos. 33-66630 and 811-07916.

AllianceBernstein Real Estate Investment Fund, Inc.
File Nos. 333-08153 and 811-07707.



[LOGO] ALLIANCEBERNSTEIN(SM)
       Investment Research and Management

                                               THE ALLIANCEBERNSTEIN VALUE FUNDS
                                                  - AllianceBernstein Value Fund
                                        - AllianceBernstein Small Cap Value Fund
                                      - AllianceBernstein Growth and Income Fund
                                      - AllianceBernstein Disciplined Value Fund
                                             - AllianceBernstein Balanced Shares
                                         - AllianceBernstein Utility Income Fund
                                 - AllianceBernstein Real Estate Investment Fund
                                    - AllianceBernstein International Value Fund
                                           - AllianceBernstein Global Value Fund

================================================================================

Supplement  dated  August 6, 2004 to the  prospectus  dated March 1, 2004 of The
AllianceBernstein Value Funds offering shares of the above-referenced funds.

The  following  disclosure  replaces  the third  sentence  under  "SALES  CHARGE
REDUCTION  PROGRAMS - Breakpoints  Offered by  AllianceBernstein  Mutual Funds -
Rights of Accumulation."

Shareholders  may also  aggregate the value of all their  investments  in all of
their  AllianceBernstein  Mutual Funds, including the value of their investments
in  AllianceBernstein   Institutional  Funds  and  of  certain  CollegeBoundfund
accounts for which the shareholder, his or her spouse, or child under the age of
21 is the participant, for purposes of Rights of Accumulation.

The  following  disclosure  replaces  the first  sentence  under  "SALES  CHARGE
REDUCTION  PROGRAMS - Breakpoints  Offered by  AllianceBernstein  Mutual Funds -
Combined Purchase Privilege."

Shareholders  may include the value of their accounts and accounts held by their
spouses  and  children  under  the  age  of  21,   including   AllianceBernstein
Institutional Fund accounts and certain CollegeBoundfund  accounts, for purposes
of reaching Quantity Discounts or Rights of Accumulation.

The following  disclosure  replaces the first paragraph under "PURCHASE AND SALE
OF SHARES - How the Funds Value Their Shares."

Each Fund's net asset value or NAV is calculated at the close of regular trading
on the Exchange  (ordinarily,  4:00 p.m.,  Eastern time),  only on days when the
Exchange is open for business.  To calculate NAV, a Fund's assets are valued and
totaled,  liabilities are  subtracted,  and the balance,  called net assets,  is
divided by the number of shares  outstanding.  If a Fund  invests in  securities
that are primarily  traded on foreign  exchanges that trade on weekends or other
days when the Fund does not price its shares,  the net asset value of the Fund's
shares  may change on days when  shareholders  will not be able to  purchase  or
redeem their shares in the Fund.

The Funds value their securities at their current market value determined on the
basis of market quotations or, if market quotations are not readily available or
are  unreliable,  at "fair value" as determined in  accordance  with  procedures
established  by and  under  the  general  supervision  of the  Fund's  Board  of
Directors.  When a Fund uses fair value  pricing,  it may take into  account any
factors  it deems  appropriate.  A Fund may  determine  fair  value  based  upon
developments related to a specific security, current valuations of foreign stock
indices (as reflected in U.S.  futures  markets)  and/or U.S.  sector or broader
stock market indices. The prices of securities used by the Fund to calculate its
NAV may differ from quoted or  published  prices for the same  securities.  Fair
value  pricing  involves  subjective  judgments and it is possible that the fair
value  determined  for a security is  materially  different  than the value that
could be realized upon the sale of that security.

Funds expect to use fair value pricing for securities  primarily  traded on U.S.
exchanges  only under very limited  circumstances,  such as the early closing of
the  exchange  on which a  security  is traded or  suspension  of trading in the
security.  Funds may use fair  value  pricing  more  frequently  for  securities
primarily traded in non-U.S.  markets because,  among other things, most foreign
markets close well before the Fund values its  securities at 4:00 p.m.,  Eastern
time. The earlier close of these foreign  markets gives rise to the  possibility
that significant events,  including broad market moves, may have occurred in the
interim.  For example,  the Funds  believe that foreign  security  values may be
affected by activity that occurs after the close of foreign securities  markets.
To account for this, the Funds may frequently value many of their foreign equity
securities using fair value prices based on third party vendor modeling tools to
the extent available.

Subject  to  the  oversight  of the  Board,  each  Fund's  Board  has  delegated
responsibility  for  valuing  the  Fund's  assets  to  Alliance.   Alliance  has
established  a  Valuation  Committee,  which  operates  under the  policies  and
procedures  approved  by the  Board,  to value a Fund's  assets on behalf of the
Fund. The Valuation Committee values Fund assets as described above.

The  following  disclosure  replaces the seventh  sentence  under  "DISTRIBUTION
ARRANGEMENTS - General - Choosing a Class of Shares (other than Group Retirement
Plans)."

Effective  September  15,  2004,  the  maximum  purchase  of Class B  shares  is
$100,000.

The  following  disclosure  replaces the  information  regarding  the  portfolio
managers  of  AllianceBernstein   Growth  and  Income  Fund,   AllianceBernstein
Disciplined Value Fund and AllianceBernstein  Balanced Shares in the table under
"MANAGEMENT OF THE FUNDS - Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Growth  and  Income   Fund,   AllianceBernstein   Disciplined   Value  Fund  and
AllianceBernstein Balanced Shares are made by the Adviser's Relative Value Team,
which is  responsible  for  management  for all of the Adviser's  Relative Value
accounts.  The Relative Value  Investment Team relies heavily on the fundamental
analysis and research of the Adviser's large internal research staff.  While all
members of the team work  jointly to determine  the  majority of the  investment
strategy  including stock  selection for the Adviser's  Relative Value accounts,
Mr.  Frank  Caruso,  CIO of the  Adviser's  Relative  Value Team,  is  primarily
responsible  for the  day-to-day  management  of and has  oversight  and trading
responsibilities  for the Growth and Income Fund and Disciplined Value Fund, and
Ms. Susanne Lent,  Senior Vice President and a member of the Adviser's  Relative
Value Team, is primarily  responsible  for the day-to-day  management of and has
oversight  and trading  responsibilities  for Balanced  Shares.  Mr. Caruso is a
Senior Vice President of Alliance Capital Management  Corporation  ("ACMC") with
which he has been associated in a substantially  similar capacity to his current
position  since prior to 1999.  Ms. Lent is a Senior Vice President of ACMC with
which she has been associated in a substantially similar capacity to her current
position since prior to 1999.

The  following  disclosure  replaces the  information  regarding  the  portfolio
manager of AllianceBernstein  Utility Income Fund in the table under "MANAGEMENT
OF THE FUNDS - Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Utility  Income Fund are made by Ms.  Annie  Tsao,  Senior  Vice  President  and
Research  Analyst,  and Mr. Robert Ashton,  Vice President and Research Analyst.
Ms. Tsao has been  responsible  for the Fund's  investments  since 2003, and has
been  associated with ACMC in a  substantially  similar  capacity to her current
position  since prior to 1999.  Mr. Ashton has been  responsible  for the Fund's
investments  since 2004, and has been  associated  with ACMC in a  substantially
similar capacity to his current position since 2000. Ms. Tsao and Mr. Ashton are
members of the Adviser's  Utility and Telecom  research  teams that  collaborate
actively on the management of the Adviser's utility portfolios. In addition, Ms.
Tsao and Mr. Ashton rely heavily on the fundamental analysis and research of the
Adviser's large internal research staff.

The  following  disclosure  replaces the  information  regarding  the  portfolio
manager of  AllianceBernstein  Real  Estate  Investment  Fund in the table under
"MANAGEMENT OF THE FUNDS - Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Real  Estate  Investment  Fund  are made by the REIT  Investment  Policy  Group,
comprised of senior Value Team members.  The REIT Investment Policy Group relies
heavily on the fundamental analysis and research of the Adviser's large internal
research   staff.   No  one  person  is  principally   responsible  for  making
recommendations for the Fund's portfolio.

You should retain this Supplement with your prospectus for future reference.

- ----------
(SM): This service mark is used under license from the owner, AllianceBernstein
      Investment Research and Management, Inc.

00250.0157 #504260