This is filed pursuant to Rule 497(e).
File Nos. 333-51938 and 811-10221.




      AB
AllianceBernstein
  Investments


                                                   ALLIANCEBERNSTEIN VALUE FUNDS
                                                   -AllianceBernstein Value Fund
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Supplement dated October 9, 2009 to the Prospectus dated March 2, 2009 of the
AllianceBernstein Value Funds offering Class A, Class B, Class C and Advisor
Class shares of AllianceBernstein Value Fund and the Prospectus dated March 2,
2009 of the AllianceBernstein Value Funds offering Class A, Class R, Class K and
Class I shares of AllianceBernstein Value Fund (the "Prospectuses").

AllianceBernstein Value Fund is hereinafter referred to as the Fund.

                                    * * * * *

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


AllianceBernstein Value Fund
- ----------------------------

The management of, and investment decisions for, the Fund are currently made by
the Adviser's U.S. Value Senior Investment Management Team. Effective on or
about October 15, 2009, John Mahedy will no longer be a member of the Team.
Joseph G. Paul now joins Marilyn G. Fedak, Christopher W. Marx, John D. Phillips
and David Yuen as the persons with the most significant responsibility for the
day-to-day management of the Fund's portfolio. Mr. Paul is a Senior Vice
President of the Adviser, with which he has been associated since prior to 2004.

                                    * * * * *

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

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


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AllianceBernstein(R) and the AB Logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.


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