EX-99.77E LEGAL

AllianceBernstein Focused Growth & Income Fund
May-06

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities
and Exchange Commission (SEC) and the Office of New York Attorney
General (NYAG) have been investigating practices in the mutual
fund industry identified as market timing and late trading of
mutual fund shares. Certain other regulatory authorities have also
been conducting investigations into these practices within
the industry and have requested that the Adviser provide
information to them. The Adviser has been cooperating and will
continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached
terms with the SEC and the NYAG for the resolution of regulatory
claims relating to the practice of market timing mutual fund
shares in some of the AllianceBernstein Mutual Funds. The agreement
with the SEC is reflected in an Order of the Commission
(SEC Order). The agreement with the NYAG is memorialized
in an Assurance of Discontinuance dated September 1, 2004
(NYAG Order). Among the key provisions of these agreements are
the following:

(i) The Adviser agreed to establish a $250 million fund
(the Reimbursement Fund) to compensate mutual fund shareholders
for the adverse effects of market timing attributable to market
timing relationships described in the SEC Order. According to
the SEC Order, the Reimbursement Fund is to be paid, in order
of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii)
a proportionate share of advisory fees paid by such fund
during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives
from some of the AllianceBernstein long-term, open-end retail
funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance
and compliance procedures. Additionally, the SEC Order and
the NYAG Order contemplate that the Advisers registered investment
company clients, including the Fund, will introduce governance and
compliance changes.

In anticipation of final, definitive documentation of the NYAG
Order and effective January 1, 2004, the Adviser began waiving
a portion of its advisory fee. On September 7, 2004, the Funds
investment advisory agreement was amended to reflect the reduced
advisory fee at the annual rate of .55% of the first $2.5 billion,
..45% of the next $2.5 billion and .40% in excess of $5 billion,
of the Funds average daily net assets.

A special committee of the Advisers Board of Directors, comprised
of the members of the Advisers Audit Committee and the other
independent member of the Advisers Board, directed and oversaw
an internal investigation and a comprehensive review of the
facts and circumstances relevant to the SECs and the NYAGs
investigations.

In addition, the Independent Directors of the Fund (the
Independent Directors) have initiated an investigation of
the above-mentioned matters with the advice of an independent
economic consultant and independent counsel. The Independent
Directors have formed a special committee to supervise
the investigation.

On October 2, 2003, a purported class action complaint entitled
Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al.
(Hindo Complaint) was filed against the Adviser, Alliance Capital
Management Holding L.P. (Alliance Holding), Alliance Capital
Management Corporation, AXA Financial, Inc., the AllianceBernstein
Funds, certain officers of the Adviser (Alliance defendants),
and certain other defendants not affiliated with the Adviser, as
well as unnamed Doe defendants. The Hindo Complaint was filed in
the United States District Court for the Southern District of
New York by alleged shareholders of two of the AllianceBernstein
Funds. The Hindo Complaint alleges that certain of the Alliance
defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in late
trading and market timing of AllianceBernstein Fund securities,
violating Sections 11 and 15 of the Securities Act, Sections 10(b)
and 20(a) of the Exchange Act and Sections 206 and 215 of the
Advisers Act. Plaintiffs seek an unspecified amount of compensatory
damages and rescission of their contracts with the Adviser,
including recovery of all fees paid to the Adviser pursuant to
such contracts.

Since October 2, 2003, 43 additional lawsuits making factual
allegations generally similar to those in the Hindo Complaint
were filed in various federal and state courts against the Adviser
and certain other defendants. The plaintiffs in such lawsuits have
asserted a variety of theories for recovery including, but not
limited to, violations of the Securities Act, the Exchange Act, the
Advisers Act, the Investment Company Act, the Employee Retirement
Income Security Act of 1974, as amended (ERISA), certain state
securities laws and common law.  All state court actions against
the Adviser either were voluntarily dismissed or removed to
federal court. On February 20, 2004, the Judicial Panel on
Multidistrict Litigation transferred all actions to the
United States District Court for the District of Maryland
(the Mutual Fund MDL).

On September 29, 2004, plaintiffs filed consolidated amended
complaints with respect to four claim types: mutual fund
shareholder claims; mutual fund derivative claims; derivative
claims brought on behalf of Alliance Holding; and claims
brought under ERISA by participants in the Profit Sharing
Plan for Employees of the Adviser. All four complaints
include substantially identical factual allegations,
which appear to be based in large part on the SEC Order
and the NYAG Order. The claims in the mutual fund derivative
consolidated amended complaint are generally based on the
theory that all fund advisory agreements, distribution
agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless
of whether market timing occurred in each individual fund,
because each was approved by fund trustees on the basis of
materially misleading information with respect to the level
of market timing permitted in funds managed by the Adviser.
The claims asserted in the other three consolidated amended
complaints are similar to those that the respective plaintiffs
asserted in their previous federal lawsuits. All of these
lawsuits seek an unspecified amount of damages.

On April 21, 2006, the Adviser and attorneys for the plaintiffs
in the mutual fund shareholder claims, mutual fund derivative
claims, and ERISA claims entered into a confidential memorandum
of understanding (MOU) containing their agreement to settle
these claims. The agreement will be documented by a stipulation
of settlement and will be submitted for court approval at a
later date.

On February 10, 2004, the Adviser received (i) a subpoena duces
tecum from the Office of the Attorney General of the State of
West Virginia and (ii) a request for information from West
Virginias Office of the State Auditor, Securities
Commission (the West Virginia Securities Commissioner)
(together, the Information Requests). Both Information Requests
require the Adviser to produce documents concerning, among other
things, any market timing or late trading in the Advisers
sponsored mutual funds. The Adviser responded to the Information
Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of
the State of West Virginia v. AIM Advisors, Inc., et al.
(WVAG Complaint) was filed against the Adviser, Alliance Holding,
and various other defendants not affiliated with the Adviser. The
WVAG Complaint was filed in the Circuit Court of Marshall
County, West Virginia by the Attorney General of the State of
West Virginia. The WVAG Complaint makes factual allegations
generally similar to those in the Hindo Complaint. On October
19, 2005, the WVAG Complaint was transferred to the Mutual
Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the
West Virginia Securities Commissioner signed a Summary Order to
Cease and Desist, and Notice of Right to Hearing addressed to the
Adviser and Alliance Holding. The Summary Order claims that the
Adviser and Alliance Holding violated the West Virginia Uniform
Securities Act, and makes factual allegations generally similar
to those in the Commission Order and the NYAG Order. On January
26, 2006, the Adviser, Alliance Holding, and various unaffiliated
defendants filed a Petition for Writ of Prohibition and Order
Suspending Proceedings in West Virginia state court seeking to
vacate the Summary Order and for other relief. On April 12,
2006, respondents petition was denied. On May 4, 2006,
respondents appealed the courts determination.

On June 22, 2004, a purported class action complaint entitled
Aucoin, et al. v. Alliance Capital Management L.P., et al.
(Aucoin Complaint) was filed against the Adviser, Alliance
Holding , Alliance Capital Management Corporation, AXA Financial,
Inc., AllianceBernstein Investment Research & Management, Inc.,
certain current and former directors of the AllianceBernstein
Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint
names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States
District Court for the Southern District of New York by alleged
shareholders of an AllianceBernstein mutual fund. The Aucoin
Complaint alleges, among other things, (i) that certain of the
defendants improperly authorized the payment of excessive
commissions and other fees from fund assets to broker-dealers
in exchange for preferential marketing services, (ii) that certain
of the defendants misrepresented and omitted from registration
statements and other reports material facts concerning such payments,
and (iii) that certain defendants caused such conduct as control
persons of other defendants. The Aucoin Complaint asserts claims
for violation of Sections 34(b), 36(b) and 48(a) of the Investment
Company Act, Sections 206 and 215 of the Advisers Act, breach of
common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount
of compensatory damages and punitive damages, rescission of
their contracts with the Adviser, including recovery of all fees
paid to the Adviser pursuant to such contracts, an accounting
of all fundrelated fees, commissions and soft dollar payments,
and restitution of all unlawfully or discriminatorily obtained
fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin
Complaint were filed against the Adviser and certain other
defendants. All nine of the lawsuits (i) were brought as
class actions filed in the United States District Court for
the Southern District of New York, (ii) assert claims
substantially identical to the Aucoin Complaint, and
(iii) are brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated
amended class action complaint (Aucoin Consolidated
Amended Complaint) that asserts claims substantially
similar to the Aucoin Complaint and the nine additional
lawsuits referenced above. On October 19, 2005, the
District Court dismissed each of the claims set forth
in the Aucoin Consolidated Amended Complaint, except
for plaintiffs claim under Section 36(b) of the Investment
Company Act. On January 11, 2006, the District Court
granted defendants motion for reconsideration and dismissed
the remaining Section 36(b) claim. On May 31, 2006 the
District Court denied plaintiffs motion for leave to
file an amended complaint.

It is possible that these matters and/or other developments
resulting from these matters could result in increased
redemptions of the AllianceBernstein Mutual Funds shares or
other adverse consequences to the AllianceBernstein Mutual
Funds. This may require the AllianceBernstein Mutual Funds
to sell investments held by those funds to provide for
sufficient liquidity and could also have an adverse effect
on the investment performance of the AllianceBernstein
Mutual Funds. However, the Adviser believes that these
matters are not likely to have a material adverse effect
on its ability to perform advisory services relating to the
AllianceBernstein Mutual Funds.

EX-99.77D POLICIES

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND


FORMER POLICIES				CURRENT POLICIES


Investment Objective:
Fundamental:				Non-fundamental:
Long-term growth of capital		The Funds investment objective
through the application of		is long-term growth of capital.
a disciplined value-oriented
investment process.


Fundamental Investment
Policies:
The Fund may not make loans		The Fund may notmake loans
except through (a)the			except through (i) the purchase
purchase of debt obligations		of debt obligations in accordance
in accordance with its			with its investment objectives
investment objective and		and policies;(ii) the lending
policies; (b)the lending		of portfolio securities;(iii)
of portfolio securities; or		the use of repurchase agreements;
(c)the use of repurchase		or (iv) the making of loans
agreements.				to affiliated funds as permitted
					under the 1940 Act,the rules and
					regulations thereunder (as
					such statutes, rule or
					regulations may be amended
					from time to time), or by
					guidance regarding, and
					interpretations of, or
					exemptive orders under,
					the 1940 Act.



The Fund may not borrow			The Fund may not issue any
money or issue senior			senior security (as that term
securities except to the		is defined in the 1940 Act) or
extent permitted by the			borrow money, except to the
1940 Act.				extent permitted by the 1940 Act
					or the rules and regulations
					thereunder (as such statute,
					rules or regulations may be
					amended from time to time) or
					by guidance regarding, or
					interpretations of, or exemptive
					orders under, the 1940 Act
					or the rules or regulations
					thereunder published by
					appropriate regulatory
					authorities.
					For the purposes of this
					restriction, margin and
					collateral arrangements,
					including, for example, with
					respect to permitted
					borrowings, options, futures
					contracts, options on futures
					contracts and other derivatives
					such as swaps are not deemed
					to involve the issuance of a
					senior security.


The Fund may not pledge,		Policy eliminated.
hypothecate, mortgage
or otherwise encumber
its assets, except to
secure permitted
borrowings.

The Fund may not invest			Policy eliminated.
in companies for the
purpose of exercising
control.

The Fund may not purchase		The Fund may not purchase or
or sell real estate,			sell real estate except that
except that it may			it may dispose of real estate
purchase and sell			acquired as a result of the
securities of companies			ownership of securities or
estate or interests			other instruments. This
therein and securities			restriction does not prohibit
that are secured by			the Fund from investing in
real estate, provided			securities or other instruments
such securities are			backed by real estate or in
securities of the type			securities of companies engaged
in which the Fund may			in the real estate business.
invest.

The Fund may not purchase		The Fund may not purchase or
or sell commodities or			sell commodities regulated by
commodity contracts,			the Commodity Futures
including futures			Trading Commission under
contracts (except			the Commodity Exchange Act
foreign currencies,			or commodities contracts except
futures on securities,			for futures contracts and
currencies and securities		optionson futures contracts.
indices and forward
currency exchange contracts
or contracts for the
future acquisition or
delivery of securities and
foreign currencies and other
similar contracts and
options on the foregoing).

Related non-fundamental policies.	Related non-fundamental policies
					eliminated.
The Fund will not enter
into any futures contracts
or options on futures
contracts if immediately
thereafter the market
values of the outstanding
futures contracts of the
Fund and the currencies
and futures contracts
subject to outstanding
options written by the
Fund would exceed 50%
of its total assets.

The Fund may not purchase
or sell a stock index future
if immediately thereafter
more than 30% of its total
assets would be hedged by
stock index futures or if
immediately thereafter, the
sum of the amount of margin
deposits on the Funds
existing futures positions
would exceed 5% of the
market value of the Funds
total assets.

The Fund will limit its use
of futures contracts and
options on futures contracts
so that either (i) the
contracts or options thereon
are for "bona fide hedging"
purposes as defined under
regulations of the CFTC or
(2) if for other purposes,
no more than 5% of the
liquidation value of the
Fund's total assets will
be used for initial margin
of option premiums required
to establish non-hedging
positions.  These instruments
will be used for hedging
purposes and not for
speculation or to leverage
the Fund.


The Fund may not act as an			The Fund may not act as an
underwriter of securities,			underwriter of securities of
except that the Fund may			other issuers, except that the
acquire restricted securities			Fund may acquire restricted
under circumstances in which,			securities under circumstances
if such securities were sold,			in which, if such securities
the Fund might be deemed to			were sold, the Fund might be
be an underwriter for purposes			deemed to be an underwriter for
of the Securities Act.				purposes of the Securities Act of
						1933, as amended (the Securities
						Act).

The Fund may not concentrate			The Fund may not concentrate
more than 25% of its assets			investments in an industry, as
in any particular industry			concentration may be defined
or group of industries.				under the 1940 Act or the rules
						and regulations thereunder (as
						such statute, rules or regulations
						may be amended from time to time)
						or by guidance regarding,
						interpretations of, or exemptive
						orders under, the 1940 Act or the
						rules or regulations thereunder
						published by appropriate
						regulatory authorities.


Non-Fundamental Investment
Policies:

The Fund is diversified and,			Non-fundamental policy eliminated.
under the Investment Company
Act of 1940, will not change			New fundamental policy:
this policy without a				The Fund is diversified.
shareholder vote.



The Fund will limit its				The Fund will limit its
investments in illiquid				investment in illiquid securities
securities to no more than			to no more than 15% of net
15% of its net assets.				assets or such other amount
						permitted by guidance regarding
						the 1940 Act.

The Fund may lend its				The Fund may lend portfolio
portfolio securities.				securities to the extent
						permitted under the 1940 Act or
						the rules and regulations
						thereunder (as such statute, rules
						or regulations may be amended from
						time to time) or by guidance
						regarding, interpretations of, or
						exemptive orders under, the
						1940 Act.

						The Fund may not purchase
						securities on margin, except (i) as
						otherwise provided under rules
						adopted by the SEC under the 1940
						Act or by guidance regarding the
						1940 Act, or interpretations
						thereof, and (ii) that the Fund may
						obtain such short-term credits as
						are necessary for the clearance of
						portfolio transactions, and the
						Fund may make margin payments in
						connection with futures contracts,
						options, forward contracts, swaps,
						caps, floors,collars and other
						financial instruments.

						The Fund may invest in the securities
						of other investment companies,
						including exchange-traded funds, to
						the extent permitted under the 1940
						Act or the rules and regulations
						thereunder (as such statute, rules
						or regulations may be amended from
						time to time) or by guidance regarding,
						interpretations of, or exemptive
						orders under, the 1940 Act or the
						rules or regulations thereunder
						published by appropriate regulatory
						authorities.



SK 00250 0450 687680


ablegal -  568323 v1
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Exhibit 77D-Policies with respect to Security Investment

The changes below were effective as of March 1, 2006.


ablegal -  568323 v1