This is filed pursuant to Rule 497(e).
File Nos. 333-090261 and 811-09687.





[LOGO] AllianceBernstein(SM)
Investment Research and Management

                                               THE ALLIANCEBERNSTEIN VALUE FUNDS
                                      - AllianceBernstein Disciplined Value Fund
                                        - AllianceBernstein Small Cap Value Fund
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Supplement dated November 1, 2004 to the Prospectus dated March 1, 2004 of The
AllianceBernstein Value Funds offering shares of the above-referenced funds. You
should read this Supplement in conjunction with the Prospectus.

AllianceBernstein Disciplined Value Fund (to be renamed AllianceBernstein
Focused Growth & Income Fund)

Effective December 15, 2004 the AllianceBernstein Disciplined Value Fund's name
will change. The Fund's new name will be "AllianceBernstein Focused Growth &
Income Fund." On and after December 15, 2004, all references to
"AllianceBernstein Disciplined Value Fund" in the Prospectus will be deemed to
be references to "AllianceBernstein Focused Growth & Income Fund."

AllianceBernstein Small Cap Value Fund (to be renamed AllianceBernstein
Small/Mid Cap Value Fund)

Effective February 1, 2005 the AllianceBernstein Small Cap Value Fund's name
will change. The Fund's new name will be "AllianceBernstein Small/Mid Cap Value
Fund." On and after February 1, 2005, all references to "AllianceBernstein Small
Cap Value Fund" in the Prospectus will be deemed to be references to
"AllianceBernstein Small/Mid Cap Value Fund."

In connection with its name change, the Fund is adopting, effective February 1,
2005, a new policy. This policy is described in the disclosure changes that
follow.

The following disclosure replaces, as of February 1, 2005, the first sentence of
"RISK/RETURN SUMMARY -- AllianceBernstein Small Cap Value Fund -- Principal
Investment Strategies and Risks."

The Fund invests primarily in a diversified portfolio of equity securities of
small- to mid-capitalization companies.

Effective February 1, 2005, the following disclosure replaces the second and
third sentences of the third paragraph of "RISK/RETURN SUMMARY --
AllianceBernstein Small Cap Value Fund -- Principal Investment Strategies and
Risks."

The Fund's investments in small- to mid-capitalization companies tend to be more
volatile than investments in companies with larger capitalizations. Investments
in small-capitalization companies tend to be more volatile than investments in
mid- or large-capitalization companies. The Fund's investments in small- to
mid-capitalization companies may have additional risks because these companies
tend to have limited product lines, markets, or financial resources.

Effective February 1, 2005, the following disclosure replaces the first
paragraph of "DESCRIPTION OF THE FUNDS -- AllianceBernstein Small Cap Value
Fund."

AllianceBernstein Small/Mid Cap Value Fund seeks long-term growth of capital. In
seeking to achieve its objective, the Fund invests primarily in a diversified
portfolio of equity securities generally representing 60 to 90 companies. Under
normal market conditions, the Fund will invest at least 80% of the value of its
net assets in the equity securities of small- to mid-capitalization companies.
This policy will not be changed without 60 days' prior written notice to
shareholders. For purposes of this policy, net assets include any borrowings for
investment purposes, and "small- to mid-capitalization companies" are those
that, at the time of investment, fall within the capitalization range between:

     o    the market capitalization of the smallest company in the Russell 2500
          Value Index; and

     o    the greater of $5 billion or the market capitalization of the largest
          company in the Russell 2500 Value Index.

Because the Fund's definition of small- to mid-capitalization companies is
dynamic, the lower and upper limits on market capitalization will change with
the markets. As of September 30, 2004, there were approximately 1,650 small- to
mid-capitalization companies, representing a market capitalization range from
approximately $88 million to approximately $5 billion. The Fund's investment
policies emphasize investments in companies that Bernstein determines are
undervalued, using a fundamental value approach.

For more information, please call your financial adviser or visit our website at
www.AllianceBernstein.com.

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

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