This is filed pursuant to Rule 497(e).
File Nos. 33-12988  and 811-05088.
File Nos. 33-49530  and 811-06730.
File Nos. 2-10768   and 811-00204.
File Nos. 2-29901   and 811-01716.
File Nos. 333-85164 and 811-21064.
File Nos. 33-76598  and 811-08426.
File Nos. 2-70427   and 811-03131.
File Nos. 333-77953 and 811-09329.


[ALLIANCEBERNSTEIN LOGO]

                                                  ALLIANCEBERNSTEIN GROWTH FUNDS
                                                  -AllianceBernstein Growth Fund
                                        -AllianceBernstein Large Cap Growth Fund
                                          -AllianceBernstein Mid-Cap Growth Fund
                                   -AllianceBernstein Small Cap Growth Portfolio
                                  -AllianceBernstein Global Research Growth Fund
                                    -AllianceBernstein International Growth Fund
                                       -AllianceBernstein Global Technology Fund
                                      -AllianceBernstein Global Health Care Fund
- --------------------------------------------------------------------------------

                     SUPPLEMENT TO THE CURRENT PROSPECTUSES

                                 AUGUST 13, 2008

                                    * * * * *

AllianceBernstein Mid-Cap Growth Fund
- -------------------------------------

Recently, the Board of Directors (the "Directors") of AllianceBernstein Mid-Cap
Growth Fund (the "Fund") approved proposals to rename the Fund
"AllianceBernstein Small/Mid Cap Growth Fund, Inc." and to change certain
investment policies. Consistent with the change in the Fund's name, the
Directors approved a proposal to change the Fund's investment policy of
investing at least 80% of its net assets in "mid-cap companies", defined as
those companies that have capitalizations within the range of market
capitalizations of companies constituting the Russell Midcap(R) Growth Index to
investing at least 80% of its net assets in "small- and mid-cap companies." For
the purposes of this policy, "small- and mid-cap companies" are defined as
companies that fall within the capitalization range between the smaller of $1
billion or the market capitalization of the smallest company in the Russell
2500(R) Growth Index ($88 million as of June 30, 2008) and the greater of $6
billion or the market capitalization of the largest company in the Russell
2500(R) Growth Index ($10 billion as of June 30, 2008). In connection with these
changes, the Fund's benchmark will be changed from the Russell Midcap(R) Growth
Index to the Russell 2500(R) Growth Index.

The Directors also approved proposals to change certain other of the Fund's
non-fundamental policies, including providing the Fund with the flexibility to
invest up to 20% of its total assets in equity securities issued by non-U.S.
companies. The changes to the Fund's name and the non-fundamental investment
policies do not require stockholder approval under the Investment Company Act of
1940, as amended. However, the Fund has adopted a policy to provide stockholders
with at least 60 days' notice prior to a change in its name and the related
policy to invest at least 80% of its net assets in mid-cap companies. The name
and policy changes will not become effective until at least 60 days after the
date of this Supplement and are currently expected to become effective on or
about November 3, 2008.

Normally, the Fund will invest in securities of approximately 60-90 companies.
The Fund's adviser, AllianceBernstein L.P. (the "Adviser"), does not expect that
the Fund's capitalization weightings will change significantly as a result of
the transition to a small/mid-cap growth strategy, but the Adviser anticipates
that there will be shifts in overall sector weightings and specific securities
held by the Fund.

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

The management of and investment decisions for the Fund are currently made by
the Adviser's Mid-Cap Growth Investment Team. Catherine Wood, Amy Raskin, Thomas
Zottner, and Benjamin Ruegsegger are the team members with the most significant
responsibility for the day-to-day management of the Fund. In connection with the
transition to the Small/Mid Cap Growth Strategy, Bruce K. Aronow, N. Kumar
Kirpalani, Samantha S. Lau, James Russo, and Wen-Tse Tseng, members of the
Adviser's Small/Mid-Cap Growth Investment Team, are now being added to the
Fund's portfolio management team. Messrs. Aronow and Kirpalani and Ms. Lau are
Senior Vice Presidents of the Adviser, with which they have been associated in a
substantially similar capacity to their current position since prior to 2003.
Mr. Tseng is a Vice President of the Adviser, with which he has been associated
since March 2006. Prior thereto, he was the healthcare-sector portfolio manager
for the small-cap growth team at William D. Witter since 2003. Mr. Russo is a
Vice President of the Adviser, with which he has been associated since 2006.
Prior thereto, he was an analyst and portfolio manager at JPMorgan since prior
to 2003.

                                    * * * * *

AllianceBernstein Growth Fund
- -----------------------------

AllianceBernstein Growth Fund (the "Fund") is broadening the number of companies
in which it invests from approximately 45-70 companies to approximately 80-120
companies. In connection with this change, the Fund's benchmark has been changed
from the Russell 3000(R) Growth Index to the Russell 1000(R) Growth Index.
AllianceBernstein L.P. believes that the Russell 1000(R) Growth Index is
reflective of the Fund's anticipated risk and return patterns.

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

The management of and investment decisions for the Fund are made by the
Adviser's U.S. Growth Team. Lisa Shalett, Vadim Zlotnikov, Scott Wallace and
Frank Caruso now join Alan E. Levi as the team members with the most significant
responsibility for the day-to-day management of the Fund. Mr. Levi will be
retiring from the Adviser effective December 31, 2008. Ms. Shalett is an
Executive Vice President of the Adviser, with which she has been associated
since prior to 2003. Mr. Zlotnikov is an Executive Vice President of the
Adviser, with which he has been associated since prior to 2003 and Chief
Investment Officer of Growth Equities and head of Growth Portfolio Analytics
since January 2008. Messrs. Wallace and Caruso are Senior Vice Presidents of the
Adviser, with which they have been associated since prior to 2003.

                                    * * * * *

AllianceBernstein Global Research Growth Fund
- ---------------------------------------------

Recently, the Board of Directors (the "Directors") of AllianceBernstein Global
Research Growth Fund (the "Fund") approved a proposal to rename the Fund
"AllianceBernstein Global Growth Fund, Inc." The word "Research" in the Fund's
name was originally intended to indicate an approach to portfolio management
that involved the explicit combination of analyst and portfolio manager
insights. Going forward, all of AllianceBernstein L.P.'s growth offerings will
employ a similar research-based investment process and, therefore, including
"Research" in the name is no longer deemed necessary. The change to the Fund's
name, which will become effective on or about November 3, 2008, does not require
stockholder approval under the Investment Company Act of 1940, as amended.

                                    * * * * *

AllianceBernstein Global Technology Fund
- ----------------------------------------

Recently, the Board of Directors (the "Directors") of AllianceBernstein Global
Technology Fund (the "Fund") approved proposals to rename the Fund
"AllianceBernstein Global Thematic Growth Fund, Inc." and to change the Fund's
investment strategy from its focus on companies expected to derive a substantial
portion of their revenues from products and services in technology-related
industries and/or to benefit from technological advances and improvements
("technology companies") to an investment strategy pursuing opportunistic growth
across multiple industries. The Directors and AllianceBernstein L.P., the Fund's
investment adviser (the "Adviser"), believe that broadening the Fund's strategy
and investment universe is appropriate given the broad impact of technology and
innovation on the world's economy in recent decades. In connection with the
change in the Fund's name, the Directors approved a proposal to eliminate the
Fund's policy to invest at least 80% of its net assets in technology companies.
The changes to the Fund's name and non-fundamental policies do not require
stockholder approval under the Investment Company Act of 1940, as amended. The
name and policy changes will not become effective until at least 60 days after
the date of this Supplement and are expected to be effective on or about
November 3, 2008. The Adviser expects that the Fund's portfolio will be
transitioned to the new investment policies shortly thereafter, and that up to
50% of the Fund's portfolio may be repositioned in connection with the changes.

Since its inception, the Fund has focused on investments in global growth equity
companies that were expected to benefit from innovative technological advances
and improvements. In November, the Fund's investment strategy will be broadened
to include investments in a global universe of companies in multiple industries,
many of which may benefit from technological innovation. The Fund's investments
will not be restricted to any particular sector or industry. Drawing on the
research initiatives of the Adviser, and its economists' macro-economic
insights, the Fund's new investment strategy will seek to identify long-term
trends that will affect multiple industries. The Adviser will assess the effects
of these trends, in the context of the business cycle, on entire industries and
on individual companies. Through this process, the Adviser intends to identify
key investment themes, which will be the focus of the Fund's portfolio and which
are expected to change over time based on the Adviser's research.

In addition to this "top-down" thematic approach, the Adviser will also use a
"bottom-up" analysis of individual companies that focuses on prospective earning
growth, valuation and quality of company management. Overall, the goal of this
investment process is to identify the most attractive securities across multiple
industries worldwide, fitting into our broader themes. The Fund will normally
invest in about 60-80 companies. In connection with the change in investment
strategy, the Fund's benchnmark is being changed from the MSCI World Index to
the MSCI All Country Index.

The Directors also approved the acquisition of the assets and liabilities of
AllianceBernstein Global Health Care Fund, Inc. ("GHC"), which had net assets of
$103.4 million as of July 31, 2008. The acquisition of GHC does not require
shareholder approval by the Fund's or GHC's shareholders. The acquisition of GHC
and the policy changes described above are expected to occur on or about
November 3, 2008.

The day-to-day management of and investment decisions for the AllianceBernstein
Global Thematic Growth Fund's portfolio will be made by the Adviser's Global
Thematic Growth Portfolio Oversight Group, co-headed by Catherine Wood and
Stephen Tong and comprised of representatives of the Adviser's Global Economic
Research Team, Growth Quantitative Research Team, Early Stage Growth Team and
Research on Strategic Change Team. Each Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff.

The following table lists the members of the Teams with the most significant
responsibility for the day-to-day management of the Fund's portfolio, the length
of time that each person has been jointly and primarily responsible for the
Fund, and each person's principal occupation during the past five years:

                                        Principal Occupation During the
Employee; Year; Title                   Past Five (5) Years
- -------------------------------------   ----------------------------------------

Catherine Wood; since November          Senior Vice President of the Adviser,
2008; Senior Senior Vice President      with which she has been associated in a
of the Adviser                          substantially similar capacity to her
                                        current position since prior to 2003.
                                        She is also the Chief Investment Officer
                                        of Strategic Research.

Stephen Tong; since November 2008;      Associate Director of Global Growth
Associate Director of Global Growth     Research of the Adviser since December
Research of the Adviser                 2007. Prior thereto, he was Chief
                                        Executive Officer of AllianceBernstein
                                        Japan from March 2007 until December
                                        2007. Prior thereto, he was Director of
                                        Japan Growth Research for
                                        AllianceBernstein Japan since prior to
                                        2003.

Amy Raskin; since November 2008;        Senior Vice President of the Adviser,
Senior Vice President of the            with which she has been associated in a
Adviser                                 substantially similar capacity to her
                                        current position since prior to 2003,
                                        she is also Director of Research on
                                        Strategic Change since 2006 and Director
                                        of Early Stage Growth Unit since 2008.

Joseph G. Carson; since November        Senior Vice President of the Adviser,
2008; Senior Vice President of the      with which he has been associated in a
Adviser                                 substantially similar capacity to his
                                        current position since prior to 2003 and
                                        Director of Global Economic Research on
                                        Fixed-Income.

Lisa A. Shalett; since November         Executive Vice President of the Adviser,
2008; Executive Vice President of       with which she has been associated in a
the Adviser                             substantially similar capacity to her
                                        current position since prior to 2003. In
                                        February 2007, she joined the management
                                        team of Alliance Growth Equities as the
                                        Global Research Director and was named
                                        Global Head of Growth Equities in
                                        January 2008. For the four years prior,
                                        Ms. Shalett was Chair and Chief
                                        Executive Officer of Sanford C.
                                        Bernstein LLC, the firm's institutional
                                        research brokerage business.

Vadim Zlotnikov; since November         Executive Vice President of the Adviser,
2008; Executive Vice President of       and Chief Investment Officer of Growth
the Adviser                             Equities and head of Growth Portfolio
                                        Analytics since January 2008. Prior
                                        thereto, he was the chief investment
                                        strategist for Sanford C. Bernstein's
                                        institutional research unit since prior
                                        to 2003.

                                    * * * * *

AllianceBernstein Global Health Care Fund
- -----------------------------------------

Recently, the Board of Directors (the "Directors") of AllianceBernstein Global
Health Care Fund (the "Fund") approved a proposal for the Fund to be acquired by
AllianceBernstein Global Technology Fund ("Global Tech"), which will be renamed
"AllianceBernstein Global Thematic Growth Fund, Inc." ("GTG"). Although they
invest in different industry sectors, the Fund and Global Tech currently have
the same investment objective and follow similar investment strategies of
targeting innovative issuers in their respective sectors. After the proposed
acquisition, and following the implementation of the changes in the Fund's
investment policies, GTG will pursue opportunistic growth across multiple
industries.

The Adviser anticipates that the acquisition will result in benefits to the
shareholders of the Fund. As a general matter, the Adviser believes that GTG's
new investment strategy will provide the Fund's shareholders with a more
diversified investment approach, seeking opportunistic growth across multiple
industries. Additional information about GTG's investment strategy appears above
under "AllianceBernstein Global Technology Fund". In addition, since Global Tech
is a substantially larger fund than the Fund, with a lower expense ratio, it is
anticipated that the acquisition should result in a lower expense ratio for the
Fund's shareholders.

In connection with the acquisition, all of the Fund's assets and liabilities
will be transferred to GTG and shareholders of the Fund will receive shares of
GTG in exchange for their shares of the corresponding class. The acquisition
does not require a shareholder vote. The Fund expects to mail to shareholders
information about the acquisition in September 2008. The acquisition is expected
to become effective on or about November 3, 2008.

                                    * * * * *

The AllianceBernstein Growth Funds
- ----------------------------------

The permissible use of currencies by the Growth Funds has been broadened.
Specifically, the Funds are now permitted to invest in non-U.S.
Dollar-denominated securities on a currency hedged or un-hedged basis. Further,
the Adviser may actively manage the currency exposures of the Funds and may seek
investment opportunities by taking long or short positions in currencies through
direct investments in currencies or through the use of currency-related
derivatives, including forward currency exchange contracts, futures and options
on futures, options and swaps.

The following replaces the paragraph under the heading "Risks Summary - Currency
Risk."

This is the risk that changes in foreign (non-U.S.) currency exchange rates may
negatively affect the value of a Fund's investments or reduce the returns of a
Fund. For example, the value of a Fund's investments in foreign stocks or
currencies may decrease if the U.S. Dollar is strong (i.e., gaining value
relative to other currencies) and other currencies are weak (i.e., losing value
relative to the U.S. Dollar). Currency markets generally are not as regulated as
securities markets.

The following replaces the second paragraph under the heading "More Information
About the Funds and Their Investments - Derivatives - Forward Contracts."

- -Forward Currency Exchange Contracts.

A Fund may purchase or sell forward currency exchange contracts for hedging
purposes to minimize the risk of adverse changes in the exchange rates between
the U.S. Dollar and other currencies or for non-hedging purposes as a means of
making direct investments in foreign currencies, as described below under
"Currency Transactions". A Fund may enter into a forward contract as transaction
hedge (to "lock in" the U.S. Dollar price of a non-U.S. Dollar security), as
position hedge (to protect the value of securities the Fund owns that are
denominated in a foreign currency against substantial changes in the value of
the foreign currency) or as cross-hedge (to protect the value of securities the
Fund owns that are denominated in a foreign currency against substantial changes
in the value of that foreign currency by entering into a forward contract for a
different foreign currency that is expected to change in the same direction as
the currency in which the securities are denominated).

The following replaces the paragraph under the heading "More Information About
the Funds and Their Investments - Derivatives - Futures Contracts and Options on
Futures Contracts."

- -Futures Contracts and Options on Futures Contracts.

A futures contract is an agreement that obligates the buyer to buy and the
seller to sell a specified quantity of an underlying asset (or settle for cash
the value of a contract based on an underlying asset, rate or index) at a
specific price on the contract maturity date. Options on futures contracts are
options that call for the delivery of futures contracts upon exercise. A Fund
may purchase or sell futures contracts and options thereon to hedge against
changes in interest rates, securities (through index futures or options) or
currencies. A Fund may also purchase or sell futures contracts for foreign
currencies or options thereon for non-hedging purposes as a means of making
direct investments in foreign currencies, as described below under "Currency
Transactions".

The following replaces the second paragraph under the heading "More Information
About the Funds and Their Investments - Derivatives - Options."

- -Options on Foreign Currencies. A Fund may invest in options on foreign
currencies that are privately negotiated or traded on U.S. or foreign exchanges
for hedging purposes to protect against declines in the U.S. Dollar value of
foreign currency denominated securities held by a Fund and against increases in
the U.S. Dollar cost of securities to be acquired. The purchase of an option on
a foreign currency may constitute an effective hedge against fluctuations in
exchange rates, although if rates move adversely, a Fund may forfeit the entire
amount of the premium plus related transaction costs. A Fund may also invest in
options on foreign currencies for non-hedging purposes as a means of making
direct investments in foreign currencies, as described below under "Currency
Transactions."

The following is added as the last paragraph under the heading "More Information
About the Funds and Their Investments - Derivatives - Swap Transactions."

- -Currency Swaps. A Fund may invest in currency swaps for hedging purposes to
protect against adverse changes in exchange rates between the U.S. Dollar and
other currencies or for non-hedging purposes as a means of making direct
investments in foreign currencies, as described below under "Currency
Transactions." Currency swaps involve the individually negotiated exchange by a
Fund with another party of a series of payments in specified currencies. Actual
principal amounts of currencies may be exchanged by the counterparties at the
initiation, and again upon the termination of the transaction. Therefore, the
entire principal value of a currency swap is subject to the risk that the swap
counterparty will default on its contractual delivery obligations. If there is a
default by the counterparty to the transaction, the Fund will have contractual
remedies under the transaction agreements.

The following replaces the heading "More Information About the Funds and Their
Investments - Other Derivative Investments."

o Other Derivatives and Strategies

The following is added as the first paragraph under the heading "More
Information About the Funds and Their Investments - Other Derivative
Investments."

- -Currency Transactions. A Fund may invest in non-U.S. Dollar securities on a
currency hedged or un-hedged basis. The Adviser will actively manage a Fund's
currency exposures and may seek investment opportunities by taking long or short
positions in currencies through the use of currency-related derivatives,
including forward currency exchange contracts, futures and options on futures,
swaps and options. The Adviser may enter into transactions for investment
opportunities when it anticipates that a foreign currency will appreciate or
depreciate in value but securities denominated in that currency are not held by
the Fund and do not present attractive investment opportunities. Such
transactions may also be used when the Adviser believes that it may be more
efficient than a direct investment in a foreign currency denominated security. A
Fund may also conduct currency exchange contracts on a spot basis (i.e., for
cash at the spot rate prevailing in the currency exchange market for buying or
selling currencies).

The following is added as the second paragraph under the heading "More
Information About the Funds and Their Investments - Foreign (Non-U.S.)
Currencies."

A Fund may also invest directly in foreign currencies for non-hedging purposes
directly on a spot basis (i.e., cash) or through derivative transactions, such
as forward currency exchange contracts, futures and options thereon, swaps and
options as described above. These investments will be subject to the same risks.
In addition, currency exchange risks may fluctuate significantly over short
periods of time, causing a Fund's NAV to fluctuate.

                                    * * * * *

This Supplement should be read in conjunction with the Prospectuses for the
Funds (dates appear below).

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

The Prospectus dated November 1, 2007, offering Class A, Class B, Class C and
Advisor Class shares and the Prospectus dated November 1, 2007 offering Class A,
Class R, Class K and Class I shares for AllianceBernstein Growth Fund,
AllianceBernstein Large Cap Growth Fund, AllianceBernstein Mid-Cap Growth Fund,
AllianceBernstein Small Cap Growth Portfolio, AllianceBernstein Global Research
Growth Fund, AllianceBernstein International Growth Fund, AllianceBernstein
Global Technology Fund, and AllianceBernstein Global Health Care Fund.

- ----------
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