This is filed pursuant to Rule 497(e).
File Nos. 2-10768 and 811-00204.



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                            AllianceBernstein Growth Funds
                           -AllianceBernstein International Research Growth Fund
                           -AllianceBernstein Mid-Cap Growth Fund
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Supplement dated May 9, 2007 to the Prospectus dated November 1, 2006 of the
AllianceBernstein(R) Growth Funds that offers Class A, Class B, Class C and
Advisor Class shares of AllianceBernstein International Research Growth Fund and
AllianceBernstein Mid-Cap Growth Fund and to the Prospectus dated November 1,
2006 that offers Class A, Class R, Class K and Class I shares of
AllianceBernstein Mid-Cap Growth Fund.

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

David Robinson replaces Thomas A. Schmitt as a research sector head with
responsibility for the day-to-day management of AllianceBernstein International
Research Growth Fund. Hiromitsu Agata, Isabel Buccellati, Michele Patri, Valli
Srikanthapalan and Atsushi Yamamoto continue as research sector heads with
responsibility for the day-to-day management of the Fund. Mr. Robinson is a Vice
President of AllianceBernstein L.P. (the "Adviser") with which he has been
associated in a substantially similar capacity to his current position since
2003. Prior to joining the Adviser, he was an equities analyst for Credit Suisse
First Boston since March 2001.

Rick Vallieres replaces John H. Fogarty as a research sector head with
responsibility for the day-to-day management of AllianceBernstein Mid-Cap Growth
Fund. Catherine Wood, Tom Zottner and Ben Ruegsegger continue as research sector
heads with responsibility for the day-to-day management of the Fund. Mr.
Vallieres is a Vice President of the Adviser with which he has been associated
in a substantially similar capacity to his current position since 2006. Prior to
joining the Adviser, Mr. Vallieres was a senior technology analyst at Heirloom
Capital Management from February 2005 to May 2006. Prior thereto, Mr. Vallieres
was at Donaldson, Lufkin & Jenrette and Credit Suisse First Boston covering
enterprise software, imagining hardware and internet stocks.

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

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

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