This is filed pursuant to Rule 497(e)
File Nos.  33-76598
           811-08426

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                ALLIANCEBERNSTEIN GROWTH FUNDS
               -ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH FUND
               -ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH FUND
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Supplement  dated May 9, 2008 to the  Prospectus  dated  November 1, 2007 of the
AllianceBernstein Growth Funds that offers Class A, Class B, Class C and Advisor
Class  shares of  AllianceBernstein  International  Research  Growth Fund and of
AllianceBernstein  Global  Research  Growth Fund,  and to the  Prospectus  dated
November  1, 2007 that  offers  Class A,  Class R, Class K and Class I shares of
AllianceBernstein  International  Research Growth Fund and of  AllianceBernstein
Global Research Growth Fund.

                                    * * * * *

AllianceBernstein International Research Growth Fund
----------------------------------------------------

On May 8, 2008, the Board of Directors (the  "Directors")  of  AllianceBernstein
International Research Growth Fund (the "Fund") approved a proposal for the Fund
to be acquired by  AllianceBernstein  International  Growth Fund ("International
Growth").  In  connection  with the  acquisition,  all of the Fund's  assets and
liabilities will be transferred to International Growth, and stockholders of the
Fund will receive shares of International Growth in exchange for their shares of
the corresponding class. The acquisition does not require approval of the Fund's
stockholders.  The Fund will mail to stockholders  information  about the Fund's
acquisition  in early July 2008.  The  acquisition is expected to occur early in
the third quarter of this year.

AllianceBernstein Global Research Growth Fund
---------------------------------------------

     The  following   information   supplements   certain   information  in  the
Prospectuses under the heading "Management of the Funds - Portfolio Managers".

David  Robinson  replaces  Thomas A.  Schmitt  as a  research  sector  head with
responsibility  for  the  day-to-day  management  of  AllianceBernstein   Global
Research  Growth Fund (the  "Fund").  Norman M.  Fidel*,  Eric  Hewitt,  Jane E.
Schneirov, Francis X. Suozzo, Paul Vogel and Janet A. Walsh continue as research
sector heads with responsibility for the day-to-day  management of the Fund. Mr.
Robinson is a Vice  President of  AllianceBernstein  L.P. (the  "Adviser")  with
which he has been associated in a substantially  similar capacity to his current
position since 2003.  Prior to joining the Adviser,  he was an equities  analyst
for Credit Suisse First Boston since March 2001.

This  Supplement  should be read in conjunction  with the  Prospectuses  for the
Funds.

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

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*    As stated in the Supplement  dated March 6, 2008 to the Prospectuses of the
     Fund, effective June 30, 2008, Steven Nussbaum, M.D. will replace Norman M.
     Fidel.

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used by permission of the owner, AllianceBernstein L.P.

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