Consent of Independent Registered Public Accounting Firm


We hereby consent to the incorporation by reference in this
Registration Statement on Form N-1A of our report dated September
24, 2004, relating to the financial statements and financial
highlights which appears in the July 31, 2004 Annual Report to
Shareholders of AllianceBernstein 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
Registered Public Accounting Firm" and "Financial Statements and
Report of Independent Registered Public Accounting Firm" in such
Registration Statement.

PricewaterhouseCoopers LLP
New York, New York
October 26, 2004