Form 12b-25
Notification of late filing
Form N-SAR
For Period Ended: July 31, 2004
Part I - Registrant Information
AllianceBernstein Mid-Cap Growth Fund, Inc.
1345 Avenue of the Americas
New York, NY 10105

Part II - Rules 12-b25(b)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(a)The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(b)The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR will be filed
on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c)The accountants statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

Part III - State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.

The registrant is unable to file its Annual Report on Form N-SAR for
the fiscal year ended July 31, 2004 without unreasonable effort or
expense because certain information needs to be confirmed and clarified
prior to its inclusion in the Annual Report.

Part IV - Other Information

(1)Name and telephone number of person to contact in regard to this
notification  Mark D Gersten 201-319-4105
(2)Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period than the registrant was required to file such report(s) been
filed? Yes
(3)Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
be the earnings statements to be included in the subject report or portion
thereof? No

AllianceBernstein Mid-Cap Growth Fund, Inc. has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized.
September 30, 2004, Mark D Gersten Treasurer and Chief Financial Officer