Consent of Independent Auditors


We hereby consent to the incorporation by reference in this
Registration Statement on Form N-1A of our report dated September
12, 2003, except for Note H which is as of October 9, 2003,
relating to the financial statements and financial highlights
which appears in the July 31, 2003 Annual Report to Shareholders
of AllianceBernstein Mid-Cap Growth Fund, Inc., formerly Alliance
Mid-Cap Growth Fund, Inc., which are also incorporated by
reference into the Registration Statement. We also consent to the
references to us under the headings "Financial Highlights",
"Shareholder Services - Statements and Reports", "General
Information - Independent Auditors" and "Financial Statements and
Report of Independent Auditors" in such Registration Statement.





PricewaterhouseCoopers LLP
New York, New York
October 28, 2003