BY-LAWS

                                OF

           ALLIANCEBERNSTEIN MID-CAP GROWTH FUND, INC.

                            ARTICLE I.

                           STOCKHOLDERS

     SECTION 1. Except as the Board of Directors of the
Corporation may otherwise determine, an annual meeting of
stockholders shall not be held in any year in which none of the
following is required to be acted on by stockholders under the
Investment Company Act of 1940: (1) election of directors; (2)
approval of the investment advisory agreement; (3) ratification
of the selection of independent public accountants; or (4)
approval of a distribution agreement. In such years that an
annual meeting of stockholders is required to be held, it shall
be held during the thirty-day period ended October 31 in the year
following the end of each fiscal year of the Corporation at the
office of the Corporation in the City of Baltimore, Maryland, or
at such place within the United States as may be fixed by the
Chairman or the President for the purpose of electing directors
and for transacting such other business as may properly be
brought before the meeting. Only such business, in addition to
that prescribed by law, by the Articles of Incorporation and by
these By-Laws, may be brought before such meeting as may be
specified by resolution of the Board of Directors, or by a
writing filed with the Secretary and signed by the Chairman, the
Vice Chairman or the President or by a majority of the directors
or by stockholders holding at least one-tenth of the stock of the
Corporation outstanding and entitled to vote at the meeting.

     SECTION 2. Special meetings of the stockholders for any
purpose or purposes may be held upon call by the Chairman or the
President or by a majority of the Board of Directors, and shall
be called by the Chairman, the President, a Vice President, the
Secretary or any director at the request in writing of a majority
of the Board of Directors or of stockholders holding at least
one-tenth of the stock of the Corporation outstanding and
entitled to vote at the meeting, at such time and at such place
within or without the State of Maryland, as may be fixed by the
Chairman or the President or the Board of Directors or by the
stockholders holding at least one-tenth of the stock of the
Corporation outstanding and so entitled to vote, as the case may
be, and as may be stated in the notice setting forth such call.
Such request shall state the purpose or purposes of the proposed
meeting and only such purpose or purposes so specified may
properly be brought before such meeting.

     SECTION 3. Written or printed notice of every annual or
special meeting of stockholders, stating the time and place
thereof and the general nature of the business proposed to be
transacted at any such meeting, shall be delivered personally or
mailed at least ten days previous thereto to each stockholder of
record entitled to vote at the meeting at his address as the same
appears on the books of the Corporation. Such further notice
shall be given as may be required by law. Meetings may be held
without notice if all of the stockholders entitled to vote are
present or represented at the meeting, or if notice is waived in
writing, either before or after the meeting, by those not present
or represented at the meeting. No notice of an adjourned meeting
of the stockholders other than an announcement of the time and
place thereof at the preceding meeting shall be required.

     SECTION 4. At every meeting of the stockholders the holders
of record of one-third of the outstanding shares of the stock of
the Corporation, entitled to vote at the meeting, whether present
in person or represented by proxy, shall, except as otherwise
provided by law, constitute a quorum. If at any meeting there
shall be no quorum, the holders of record, entitled to vote at
the meeting, of a majority of such shares so present or
represented may adjourn the meeting from time to time to date not
more than 120 days from the original record date, without notice
other than announcement at the meeting, until a quorum shall have
been obtained when any business may be transacted which might
have been transacted at the meeting as first convened had there
been a quorum.

     SECTION 5. Meetings of the stockholders shall be presided
over by the Chairman or, if he is not present, by the President
or a Vice President or, in their absence, by a Chairman to be
chosen at the meeting. The Secretary of the Corporation, or, if
he is not present, an Assistant Secretary of the Corporation or,
if neither is present, a secretary to be chosen at the meeting
shall act as secretary of the meeting.

     SECTION 6. Each stockholder entitled to vote at any meeting
shall (except as otherwise provided in the Articles of
Incorporation) have one vote in person or by proxy for each share
of stock held by him, but no proxy shall be voted on after eleven
months from its date, unless such proxy provides for a longer
period. All elections of directors shall be had and all
questions, except as otherwise provided by law or by the Articles
of Incorporation or by these By-Laws, shall be decided by a
majority of the votes cast by stockholders present or represented
and entitled to vote thereat in person or by proxy. It shall be
the duty of the officer who shall have charge of the stock ledger
of the Corporation to prepare and make, at least ten days before
every election of directors, a complete list of the stockholders
entitled to vote at such election, arranged in alphabetical
order. Such list shall be open, at the place where said election
is to be held for said ten days, to the examination of any
stockholder, and shall be provided and kept at the time and place
of election during the whole time thereof and subject to the
inspection of any stockholder who may be present.

     SECTION 7. The vote on the election of directors, and other
questions properly brought before any meeting, need not be by
ballot except when so demanded by a majority vote of the
stockholders present and entitled to vote thereon, or when so
ordered by Chairman of such meeting. The chairman of each meeting
at which directors are to be elected by ballot or at which any
question is to be so voted on shall, at the request of any
stockholder present or represented by proxy at the meeting and
entitled to vote at such election or on such question, appoint
two inspectors of election. No director or candidate for the
office of director shall be appointed as such inspector.
Inspectors shall first take and subscribe an oath or affirmation
faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of their
ability, and shall take charge of the polls and after the
balloting shall make a certificate of the result of the vote
taken. Except when the stock transfer books of the Corporation
shall have been closed or a date shall have been fixed as a
record date for the determination of its stockholders entitled to
vote, as hereinafter provided by Section 8 of this Article 1, no
share of stock shall be voted on at any election for directors
which shall have been transferred on the books of the Corporation
within twenty days next preceding such election of directors.

     SECTION 8. The Board of Directors may close the stock
transfer books of the Corporation for a period not exceeding
twenty days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of stock shall go into effect, or, in lieu of closing
the stock transfer books, the Board of Directors may fix in
advance a date, not exceeding ninety days preceding the date of
any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of stock shall go into
effect, or a date in connection with the obtaining of any
consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at any such
meeting and at any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of stock, or to give such consent, and in
such case such stockholders, and only stockholders, as shall be
stockholders of record on the date so fixed, shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of
any stock of the books of the Corporation after any such record
date fixed as aforesaid.

                           ARTICLE II.

                        BOARD OF DIRECTORS

     SECTION 1. The Board of Directors of the Corporation shall
consist of not less than three or more than sixteen persons, who
need not be stockholders. The number of directors (within the
above limits) shall be fixed in the first instance by the
incorporators and thereafter from time to time by a majority of
the entire Board of Directors. The directors shall be elected
annually and shall hold office, unless sooner removed, until
their respective successors are elected and qualify. A majority
of the whole Board, but in no event less than three, shall
constitute a quorum for the transaction of business, but if at
any meeting of the Board there shall be less than a quorum
present, a majority of the directors present may adjourn the
meeting from time to time, until a quorum shall have been
obtained, when any business may be transacted which might have
been transacted at the meeting as first convened had there been a
quorum. No notice of an adjourned meeting of the directors other
than an announcement of the time and place thereof at the
preceding meeting shall be required. The acts of the majority of
the directors present at any meeting at which there is a quorum
shall, except as otherwise provided by law, by the Articles of
Incorporation or by these By-Laws, be the acts of the Board.

     SECTION 2. Unless otherwise provided in the Articles of
Incorporation or By-Laws, vacancies and newly created
directorships resulting from any increase in the authorized
number of directors or from any other cause may be filled by a
majority of the directors then in office. In the case of a
vacancy resulting from any cause other than an increase in the
authorized number of directors such action shall be deemed to be
duly taken even if a majority of such directors is less than a
quorum. A director so chosen shall hold office until the next
annual meeting of stockholders and until his respective successor
is elected and shall have qualified. However, no vacancy may be
filled by directors unless immediately thereafter at least
two-thirds of the directors holding office shall have been
elected to such office by the stockholders. The stockholders, at
any meeting called for the purpose, may remove with or without
cause any director and at any meeting called for the purpose fill
the vacancy in the Board thus caused.

     SECTION 3. Meetings of the Board of Directors shall be held
at such place, within or without the State of Maryland, as may
from time to time be fixed by resolution of the Board or as may
be specified in the call of any meeting. Regular meetings of the
Board of Directors shall be held at such times as may from time
to time be fixed by resolution of the Board, and special meetings
may be held at any time upon the call of a majority of the
persons constituting the Board of Directors or the Chairman or
the President or the Secretary, by oral, telephonic, telegraphic
or written notice, duly served on or sent or mailed to each
director at least twenty-four hours before the meeting. The
notice of any special meeting shall specify the purposes thereof.
A meeting of the Board may be held without notice immediately
after the annual meeting of the stockholders at the same place at
which such meeting is held. Notice need not be given of regular
meetings of the Board held at times fixed by resolution of the
Board. Meetings may be held at any time without notice if all of
the directors are present or if notice is waived in writing,
either before or after the meeting of those not present.

     SECTION 4. Meetings of the Board of Directors shall be
presided over by the Chairman or the President, or if neither is
present, by a Vice President or, if none of the above are
present, by a Chairman to be chosen at the meeting; and the
Secretary or, if he is not present, an Assistant Secretary of the
Corporation or, if neither is present, a secretary to be chosen
at the meeting shall act as secretary of the meeting.

     SECTION 5. The directors shall receive such fees or
compensation for services to the Corporation (including
attendance at meetings of the Board or of committees designated
by the Board pursuant to Section 7 of this Article II) as may be
fixed by the Board of Directors from time to time.

     SECTION 6. Except as otherwise provided in the Articles of
Incorporation and by the General Laws of the State of Maryland, a
director of the Corporation shall not in the absence of fraud be
disqualified by his office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in
the absence of fraud shall any transaction or contract of the
Corporation be void or voidable or affected by reason of the fact
that any director, or any firm of which any director is a member,
or any corporation of which any director is an officer, director
or stockholder, is in any way interested in such transaction or
contract, provided that at the meeting of the Board of Directors
or of a committee thereof having authority in the premises,
authorizing or confirming said contract or transactions, the
existence of an interest of such director, firm or corporation is
disclosed or made known and there shall be present a quorum of
the Board of Directors or of the directors constituting such
committee, and such contract or transaction shall be approved by
a majority of such quorum, which majority shall consist of
directors not so interested or connected. Nor shall any director
be liable to account to the Corporation for any profit realized
by him from or through any such transaction or contract of the
Corporation ratified or approved as aforesaid, by reason of the
fact that he or any firm of which he is a member, or any
corporation of which he is an officer, director or stockholder,
was interested in such transaction or contract. Directors so
interested may be counted when present at meetings of the Board
of Directors or of such committee for the purpose of determining
the existence of a quorum. Any contract, transaction or act of
the Corporation or of the Board of Directors or of any committee
thereof (whether or not approved or ratified as hereinabove
provided) which shall be ratified by a majority in interest of a
quorum of the stockholders having voting power at any annual
meeting or any special meeting called for such purpose or
approved in writing by a majority in interest of the stockholders
having voting power without a meeting shall be as valid and as
binding as though ratified by every stockholder of the
Corporation.

     SECTION 7. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, designate
one or more committees, each such committee to consist of one or
more of the directors of the Corporation and one or more
alternate members as the Board of Directors shall designate. A
committee, to the extent provided by said resolution or
resolutions and subject to the General Laws of the State of
Maryland, shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors. The members of any committee present at any meeting
and not disqualified from voting may, whether or not they
constitute a quorum, appoint another member of the Board of
Directors to act at the meeting in the place of any absent or
disqualified member of such committee. At meetings of any
committee, if such committee is composed of more than one member,
a majority of the members or alternate members of such committee
shall constitute a quorum for the transaction of business and the
act of a majority of the members or alternate members present at
any meeting at which a quorum is present shall be the act of the
committee. A majority of the members of any such committee may
fix the time and place of its meetings unless the Board of
Directors shall otherwise provide. The Board of Directors shall
have power at any time to change the membership of, to fill
vacancies in, or to dissolve any such committee.

   ARTICLE III. OFFICERS AND CHAIRMAN OF THE BOARD OF DIRECTORS

     SECTION 1. The Board of Directors, as soon as practical
after the election of Directors at the annual meeting of the
stockholders held in each year, shall appoint aa President, one
or more Vice Presidents, a Secretary and a Treasurer, Assistant
Secretaries and Assistant Treasurers and any other officers and
agents it may deem proper. Any two of the above-mentioned
offices, except those of the President and a Vice President, may
be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if
such instrument be required by law, or by these By-Laws, to be
executed, acknowledge or verified by any two or more officers.

     SECTION 2. The term of office of all officers shall be one
year or until their respective successors are chosen, but any
officer or agent chosen or appointed by the Board of Directors
may be removed, if the Board of Directors finds, in its judgment,
that the best interest of the Corporation will be served, at any
time by the affirmative vote of a majority of the members of the
Board then in office.

     SECTION 3. Subject to such limitations as the Board of
Directors may from time to time prescribe, the officers of the
Corporation shall each have such powers and duties as generally
appertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of
Directors. Any officer, agent, or employee of the Corporation may
be required by the Board of Directors to give bond for the
faithful discharge of his duties, in such sum and of such
character as the Board may from time to time prescribe.

     SECTION 4. The salaries of all officers and agents of the
Corporation shall be determined and fixed by the Board of
Directors, or pursuant to such authority as the Board may from
time to time prescribe.

     SECTION 5. A Chairman of the Board of Directors and, from
time to time, a Vice Chairman shall be chosen by the Board of
Directors at its first meeting after each annual meeting of
stockholders. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman shall
have such other duties and powers as may be determined by the
Board of Directors from time to time. The Chairman shall not be
an officer of the Corporation except as otherwise determined by
resolution of the Board of Directors or amendments of these
By-Laws.

                           ARTICLE IV.

                       CERTIFICATE OF STOCK

     SECTION 1. The interest of each stockholder of the
Corporation shall be evidenced by a certificate or certificates
for shares of stock of the Corporation, in such form as the Board
of Directors may from time to time prescribe. The certificates
for shares of stock of the Corporation shall be signed by the
President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and shall
be countersigned and registered in such manner, if any, as the
Board may be resolution prescribe, provided, however, that, where
any such certificate is signed (1) by a transfer agent or by an
assistant transfer agent or (2) by a transfer clerk acting on
behalf of the Corporation and a registrar, the signature of any
such President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, may be facsimile, engraved or
printed. In case any officer or officers whose manual or
facsimile signatures appear on any certificate or certificates of
this Corporation shall cease to be such officer or officers,
whether because of death, resignation or otherwise, before such
certificate or certificates of stock have been actually
countersigned and issued, such certificate or certificates may be
countersigned and issued as though such person or persons whose
manual or facsimile signatures appear thereon had not cease to be
such officer or officers of the Corporation unless, prior to
issuance, written instructions to the contrary shall have been
received by the Transfer Agent, signed by an officer of this
Corporation and they shall be recognized by this Corporation as
valid and binding certificates of stock of this Corporation for
all purposes and in all respects.

     SECTION 2. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holder
thereof in person or by a duly authorized attorney, upon
surrender for cancellation of a certificate or certificates for a
like number of shares, with a duly executed assignment and power
of transfer endorsed thereon or attached thereto, and with such
proof of the authenticity of the signatures as the Corporation or
its agent may reasonably require.

     SECTION 3. No certificate for shares of stock of the
Corporation shall be issued in place of any certificate alleged
to have been lost, stolen, mutilated or destroyed except upon
production of such evidence of the loss, theft, mutilation or
destruction, and upon indemnification of the Corporation and its
agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.

                            ARTICLE V.

                         CORPORATE BOOKS

     The Books of the Corporation may be kept outside the State
of Maryland at such place or places as the Board of Directors may
from time to time determine.

                           ARTICLE VI.

                            SIGNATURES

     SECTION 1. Except as otherwise provided in these By-Laws or
as the Board of Directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the Corporation
and all endorsements, assignments, transfers, stock powers or
other instruments of transfer of securities owned by or standing
in the name of the Corporation shall be signed or executed by two
officers of the Corporation, who shall be the Chairman of the
Board, the President or a Vice President and a Vice President,
the Secretary or the Treasurer.

     SECTION 2. The Chairman or the President of the Corporation
or, in their absence or disability or at their request, a Vice
President of the Corporation may authorize from time to time the
signature and issuance of proxies to vote upon shares of stock of
other corporations owned by the Corporation unless otherwise
provided by the Board of Directors. All proxies for shares held
in the name of the Corporation, shall be signed in the name of
the Corporation by two officers of the Corporation, who shall be,
the Chairman, the President or a Vice President, the Secretary or
the Treasurer.

                           ARTICLE VII.

                           FISCAL YEAR

     The first fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                          ARTICLE VIII.

                          CORPORATE SEAL

     The corporate seal of the Corporation shall consist of a
flat faced circular die with the word "Maryland" together with
the name of the Corporation, the year of its organization, and
such other appropriate legend as the Board of Directors may from
time to time determine, cut or engraved thereon. In lieu of the
corporate seal, when so authorized by the Board of Directors or a
duly empowered committee thereof, a facsimile thereof may be
impressed or affixed or reproduced.

                           ARTICLE IX.

                             OFFICES

     The Corporation and the stockholders and the directors may
have offices outside the State of Maryland at such places as
shall be determined from time to time by the Board of Directors.

                            ARTICLE X.

                            AMENDMENTS

     The By-Laws of the Corporation may be amended, added to,
rescinded or repealed at any meeting of the stockholders,
provided notice of the substance of the proposed change is given
in the notice of the meeting. Subject to the power of the
stockholders to alter, amend or repeal any By-Law made by the
Board of Directors, the Board, except as otherwise expressly
provided in these By-Laws, may make additional By-Laws for the
Corporation, and may from time to time alter, amend or repeal any
of the By-Laws. No change of the time or place for the annual
meeting of the stockholders for the election of directors shall
be made except in accordance with the laws of the State of
Maryland.

                           ARTICLE XI.

                      ADDITIONAL PROVISIONS

     SECTION 1. Each director and officer of the Corporation and
each person with whom the Corporation has a contract providing
for the rendering by such person to the Corporation of management
or advisory services for compensation shall keep currently on
file with the Corporation the percentage, if in excess of
one-half of one per cent, of the shares or securities, or both,
of any issuer, any of whose securities are included in the
current Approved List filed pursuant to the Custodian Agreement,
beneficially owned by such director or officer or, in the case of
such person, by such person or any director or officer of such
person. Ownership by a broker or dealer in or underwriter of
securities in the ordinary course of its business as such shall
not be considered in determining the beneficial ownership of
partners or stockholders of such broker or dealer or underwriter
for the purposes of this Section. While the reports so filed
disclose an aggregate beneficial ownership in excess of five per
cent of the shares or securities, or both, of any issuer, no
security of such issuer shall be purchased for or retained in the
portfolio of the Corporation.

     SECTION 2. The Corporation shall not include in any Approved
List, filed pursuant to the Custodian Agreement, securities of
any issuer which does not have a record of at least three years
continuous operation, including the operation of any one or more
predecessor companies, partnerships or individual enterprises in
the case of an issuer which has come into existence as the result
of a merger, consolidation, reorganization, or the purchase of
substantially all the assets of one or more such predecessors.

     SECTION 3. No director or officer of the Corporation; no
person with whom the Corporation has any contract providing for
the general distribution of securities issued by the Corporation;
no person with whom the Corporation has any contract providing
for the rendering by such person to the Corporation of management
or advisory services for compensation; and no director or officer
of any such person shall take a short position in securities in
which the Corporation has any long position or in the shares of
the Corporation or shall establish or increase any long position
in such shares except for investment purposes. The position, long
or short, of a broker or dealer in or underwriter of securities
in the course of its business as such shall not be considered in
determining the position of partners or stockholders of such
broker or dealer or underwriter for the purposes of this Section.
Each director and officer of the Corporation and each such
person, for itself, its directors and its officers, shall report
promptly to the Corporation any sale of shares of the Corporation
made less than two months after the date the seller purchased
shares of the Corporation.

     SECTION 4. If at any time less than one-half of the number
of directors, as last fixed pursuant to Article II, Section 1, of
these By-Laws shall be in office, a meeting of the stockholders
of the Corporation shall be called promptly for the purpose of
electing an entire new Board of Directors.

     SECTION 5. In addition to the annual report to stockholders
required by Paragraph J of Article Eighth of the Articles of
Incorporation of the Corporation, a semi-annual report of like
nature shall also be mailed to stockholders. Such reports shall
include a statement of the amounts paid to interested persons as
securities dealer, legal counsel, transfer agent, disbursing
agent, registrar, or custodian or trustee.

     SECTION 6. The provisions of this Article XI shall not be
altered, amended, or repealed except by the stockholders at any
annual meeting or at any special meeting called for that purpose
at which there shall be present in person or represented by proxy
holders of record of not less than one-half of the outstanding
shares of the stock of the Corporation entitled to vote at the
meeting.

                           ARTICLE XII.

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Corporation shall indemnify to the fullest extent
permitted by law (including the Investment Company Act of 1940)
as currently in effect or as the same may hereafter be amended,
any person made or threatened to be made a party to any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of
the Corporation or serves or served at the request of the
Corporation any other enterprise as a director or officer. To the
fullest extent permitted by law (including the Investment Company
Act of 1940) as currently in effect or as the same may hereafter
be amended, expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by
the Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this
Article XII, shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving or
continuing to serve as a director or officer as provided above.
No amendment of this Article XII, shall impair the rights of any
person arising at any time with respect to events occurring prior
to such amendment. For purposes of this Article XII, the term
"Corporation" shall include any predecessor of the Corporation
and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation shall
include service as a director or officer of the Corporation which
imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed on a
person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect
to any employee benefit plan which such person reasonably
believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

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