This is filed pursuant to Rule 497(e).

AllianceBernstein Bond Fund, Inc.
File Nos. 2-48227 and 811-02383.

AllianceBernstein High Yield Fund, Inc.
File Nos. 333-18505 and 811-09160.

AllianceBernstein Global Strategic Income Trust, Inc.
File Nos. 33-63797 and 811-07391.

AllianceBernstein Americas Government Income Trust, Inc.
File Nos. 33-45328 and 811-06554.

AllianceBernstein Emerging Market Debt Fund, Inc.
File Nos. 33-72460 and 811-08188.

AllianceBernstein Multi-Market Strategy Trust, Inc.
File Nos. 33-39350 and 811-06251.

Sanford C. Bernstein Fund, Inc.
File Nos. 33-21844 and 811-05555.




[LOGO]SM ALLIANCEBERNSTEIN INVESTMENT
    RESEARCH AND MANAGEMENT, INC.



                                                THE ALLIANCEBERNSTEIN BOND FUNDS
                                    -AllianceBernstein U.S. Government Portfolio
                                       -AllianceBernstein Quality Bond Portfolio
                                     -AllianceBernstein Short Duration Portfolio
                                     -AllianceBernstein Corporate Bond Portfolio
                                              -AllianceBernstein High Yield Fund
                                -AllianceBernstein Global Strategic Income Trust
                             -AllianceBernstein Americas Government Income Trust
                                    -AllianceBernstein Emerging Market Debt Fund
                                  -AllianceBernstein Multi-Market Strategy Trust
- --------------------------------------------------------------------------------

Supplement dated September 9, 2004 to the Prospectus dated February 2, 2004 of
The AllianceBernstein Bond Funds offering shares of the above-referenced
portfolios and funds. This Supplement supersedes the Supplement dated August 6,
2004. This Supplement should be read in conjunction with the Prospectus and the
Supplement dated May 10, 2004 with respect to the AllianceBernstein Corporate
Bond Portfolio and AllianceBernstein Americas Government Income Trust.

The following sentence replaces the third paragraph under "RISK/RETURN SUMMARY -
Global Bond Funds - AllianceBernstein Emerging Market Debt Fund - Principal
Investment Strategies and Risks."

Alliance expects that the average weighted maturity of the Fund's portfolio will
normally range between five and 25 years.

The sections of the Prospectus entitled "SALES CHARGE REDUCTION PROGRAMS,"
"PURCHASE AND SALE OF SHARES" and "DISTRIBUTION ARRANGEMENTS" are deleted and
replaced with the following:



- --------------------------------------------------------------------------------
                             INVESTING IN THE FUNDS
- --------------------------------------------------------------------------------

This section discusses how to buy, sell or redeem, or exchange different classes
of shares in a Fund that are offered in this Prospectus. AllianceBernstein U.S.
Government, AllianceBernstein Quality Bond and AllianceBernstein Corporate Bond
offer five classes of shares through this Prospectus; AllianceBernstein Short
Duration, AllianceBernstein High Yield and AllianceBernstein Global Strategic
Income offer four classes of shares through this Prospectus and
AllianceBernstein Americas Government Income, AllianceBernstein Emerging Market
Debt and AllianceBernstein Multi-Market Strategy offer three classes of shares
through this Prospectus.

Each share class represents an investment in the same portfolio of securities,
but the classes may have different sales charges and bear different on-going
distribution expenses. For additional information on the differences between the
different classes of shares and factors to consider when choosing among them,
please see "The Different Share Class Expenses" and "The Pros and Cons of
Different Share Classes" below. Keep in mind that only Class A shares offer
Quantity Discounts on sales charges, as described more fully under "Sales Charge
Reduction Programs" below. Also, you can learn more about payments to brokers,
financial planners, banks, insurance companies, registered investment advisors,
pension plan consultants or other "financial intermediaries" who distribute
shares of the Funds and your individual financial advisor under "Payments to
Financial Advisors and their Firms."

HOW TO BUY SHARES
Class A, Class B and Class C Shares
You may purchase a Fund's Class A, Class B, or Class C shares through financial
intermediaries, such as broker-dealers or banks. You also may purchase shares
directly from the Funds' principal underwriter, AllianceBernstein Investment
Research and Management, Inc., or ABIRM.

Purchases Minimums and Maximums
- -------------------------------

Minimums:*

      --Initial:                       $2,500
      --Subsequent:                    $   50
      --Automatic Investment
        Program (monthly):             $  200

*These purchase minimums may not apply to some retirement-related investment
programs. Please see "Retirement and Employee Benefit Plans" below.
Additionally, these investment minimums do not apply to persons participating in
a fee-based program sponsored and maintained by a registered broker-dealer or
other financial intermediary and approved by ABIRM. Until October 15, 2004 the
Funds will accept initial investments of $1,000 or more and automatic
investments of $25 or more. Shareholders committed to monthly investments of $25
or more through the Automatic Investment Program by October 15, 2004 will be
able to continue their program despite the $200 monthly minimum.

The Automatic Investment Program allows investors to purchase shares of a Fund
through pre-authorized transfers of funds from the investor's bank account.
Please see a Fund's SAI for more details.

Maximum Individual Purchase Amount:

      --Class A shares                       None
      --Class B shares                  $100,000*
      --Class C Shares                 $1,000,000

* Until September 15, 2004, the maximum purchase of Class B shares is $250,000.

Your broker or financial advisor must receive your purchase request by 4:00
p.m., Eastern time, and submit it to the Fund by a pre-arranged time for you to
receive the next-determined net asset value or NAV, less any applicable initial
sales charge.

If you are an existing Fund shareholder and you have completed the appropriate
section of the Subscription Application, you may purchase additional shares by
telephone with payment by electronic funds transfer in amounts not exceeding
$500,000. Alliance Global Investor Services, Inc., or AGIS, must receive and
confirm telephone requests before 4:00 p.m., Eastern time, to receive that day's
public offering price. Call 800-221-5672 to arrange a transfer from your bank
account.

Class R Shares

Class R shares are available to group retirement plans that have plan assets of
$1,000,000 to $10,000,000 and that hold Fund shares in the name of the plan in a
so-called "omnibus account." Currently, only AllianceBernstein U.S. Government,
AllianceBernstein Quality Bond, AllianceBernstein Short Duration and
AllianceBernstein Corporate Bond offer Class R shares through the Prospectus.

Advisor Class Shares

You may purchase Advisor Class shares through your financial advisor at NAV.
Advisor Class shares may be purchased and held solely:

o    through accounts established under a fee-based program, sponsored and
     maintained by a registered broker-dealer or other financial intermediary
     and approved by ABIRM;

o    through a self-directed defined contribution employee benefit plan (e.g., a
     401(k) plan) that has at least $10,000,000 in assets and that purchases
     shares directly without the involvement of a financial intermediary; and

o    by investment advisory clients of, and certain other persons associated
     with, Alliance and its affiliates or the Funds.

Each Fund's SAI has more detailed information about who may purchase and hold
Advisor Class shares.

Retirement and Employee Benefit Plans

Special eligibility rules apply to some retirement and employee benefit plans.
Except as indicated, there are no investment minimums for the plans listed
below. Class A shares are available to:

o    SEPs, traditional and ROTH IRAs (the minimums listed in the table above
     apply);

o    SAR-SEPs, SIMPLE IRAs, and individual 403(b) plans;

o    all 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit
     sharing and money purchase pension plans, defined benefit plans, and
     non-qualified deferred compensation plans where plan level or omnibus
     accounts are held on the books of the Fund ("group retirement plans") with
     assets in excess of $10,000,000;

o    AllianceBernstein-sponsored Coverdell Education Savings Accounts ($2,000
     initial investment minimum, $150 automatic investment program monthly
     minimum);

o    AllianceBernstein-sponsored group retirement plans;

o    AllianceBernstein Link, AllianceBernstein Individual 401(k), and
     AllianceBernstein Simple IRA plans;

o    certain defined contribution retirement plans that do not have plan level
     or omnibus accounts on the books of the Fund; and

o    for Funds that do not offer Class R shares, group retirement plans
     otherwise eligible to purchase Class R shares.

Class B shares are generally not available to group retirement plans; however,
group retirement plans that selected Class B shares as an investment alternative
under their plan before September 2, 2003 may continue to purchase Class B
shares.

Class C shares are available to:

o    AllianceBernstein Link, AllianceBernstein Individual 401(k), and
     AllianceBernstein Simple IRA plans with less than $250,000 in plan assets
     and 100 employees; and

o    group retirement plans with plan assets of less than $1,000,000.

Class R shares are available to group retirement plans that have plan assets of
$1,000,000 to $10,000,000.

Required Information

A Fund is required by law to obtain, verify and record certain personal
information from you or persons on your behalf in order to establish an account.
Required information includes name, date of birth, permanent residential address
and taxpayer identification number (for most investors, your social security
number). A Fund may also ask to see other identifying documents. If you do not
provide the information, the Fund will not be able to open your account. If a
Fund is unable to verify your identity, or that of another person(s) authorized
to act on your behalf, or if the Fund believes it has identified potentially
criminal activity, the Fund reserves the right to take action it deems
appropriate or as required by law, which may include closing your account. If
you are not a U.S. citizen or Resident Alien, your account must be affiliated
with a NASD member firm.

A Fund is required to withhold 28% of taxable dividends, capital gains
distributions, and redemptions paid to any shareholder who has not provided the
Fund with his or her certified taxpayer identification number. To avoid this,
you must provide your correct tax identification number (social security number
for most investors) on your Subscription Application.

General

ABIRM may refuse any order to purchase shares. Each Fund reserves the right to
suspend the sale of its shares to the public in response to conditions in the
securities markets or for other reasons.

THE DIFFERENT SHARE CLASS EXPENSES

This section describes the different expenses of investing in each class and
explains factors to consider when choosing a class of shares. The expenses can
include distribution and/or service fees (12b-1 fees), initial sales charges
and/or contingent deferred sales charges ("CDSCs"). Please see below for a
discussion of how CDSCs are calculated. If you are not eligible to buy Class R
or Advisor Class shares, you will need to choose among Class A, Class B and
Class C shares. Only Class A shares offer Quantity Discounts, as described below
under "Sales Charge Reduction Programs."

- --------------------------------------------------------------------------------
                        WHAT IS A RULE 12b-1 FEE?

     A Rule 12b-1 fee is a fee deducted from a fund's assets that is
     used to pay for personal service, maintenance of shareholder
     accounts and distribution costs, such as advertising and
     compensation of financial intermediaries. The amount of each
     share class's 12b-1 fee, if any, is disclosed below and in the
     relevant Fund's fee table near the front of the Prospectus.
- --------------------------------------------------------------------------------

Asset-based Sales Charges or Distribution and/or Service (Rule 12b-1) Fees

Each Fund has adopted plans under Commission Rule 12b-1 that allows the Fund to
pay asset-based sales charges or distribution and/or service fees for the
distribution and sale of its shares. The amount of these fees for each class of
the Fund's shares is:

                               Distribution and/or Service (Rule
                                12b-1) Fee (as a Percentage of
                              Aggregate Average Daily Net Assets)

  Class A                                     .30%
  Class B                                    1.00%
  Class C                                    1.00%
  Class R                                     .50%
  Advisor Class                               None


Because these fees are paid out of the Fund's assets on an on-going basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales fees. Class B, Class C and Class R shares are
subject to higher Rule 12b-1 fees than Class A shares. Class B shares are
subject to these higher fees for a period of six years, after which they convert
to Class A shares (except for AllianceBernstein High Yield and AllianceBernstein
Global Strategic Income Class B shares, which convert to Class A shares after
eight years. The higher fees mean a higher expense ratio, so Class B, Class C
and Class R shares pay correspondingly lower dividends and may have a lower NAV
(and returns) than Class A shares. All or some of these fees may be paid to
financial intermediaries, including your financial advisor's firm.

Class A Shares--Initial Sales Charge Alternative

You can purchase Class A shares at their public offering price (or cost), which
is NAV plus an initial sales charge of up to 4.25% of the offering price.
Purchases of Class A shares in excess of $1,000,000 are not subject to a sales
charge but, if redeemed within one year, may be subject to a CDSC of up to 1%.
When a group retirement plan terminates a Fund as an investment option, all
investments in Class A shares of that Fund through the plan will be subject to a
1%, 1-year CDSC upon redemption. Furthermore, when a group retirement plan
ceases to participate in an AllianceBernstein - sponsored group retirement plan
program, investments in the Funds' Class A shares through the plan are subject
to a 1%, 1-year CDSC upon redemption.

Class B Shares--Deferred Sales Charge Alternative

You can purchase Class B shares at NAV without an initial sales charge. This
means that the full amount of your purchase is invested in the Fund. Your
investment, however, is subject to a CDSC if you redeem shares within three
years (four years in the case of AllianceBernstein High Yield and
AllianceBernstein Global Strategic Income) of purchase. The CDSC varies
depending on the number of years you hold the shares. The CDSC amounts for Class
B shares are:

AllianceBernstein High Yield and AllianceBernstein Global Strategic Income:

                  Year Since Purchase            CDSC
                  -------------------            ----
                  First                          4.0%
                  Second                         3.0%
                  Third                          2.0%
                  Fourth                         1.0%
                  Fifth and thereafter           None

All Other Funds:

                  Year Since Purchase            CDSC
                  -------------------            ----
                  First                          3.0%
                  Second                         2.0%
                  Third                          1.0%
                  Fourth                         None

If you exchange your shares for the Class B shares of another AllianceBernstein
Mutual Fund, the CDSC also will apply to the Class B shares received. The CDSC
period begins with the date of your original purchase, not the date of exchange
for the other Class B shares.

Class B shares purchased for cash automatically convert to Class A shares six
years after the end of the month of your purchase (except for Class B shares of
AllianceBernstein High Yield and AllianceBernstein Global Strategic Income,
which automatically convert to Class A shares eight years after the end of the
month of purchase). If you purchase shares by exchange for the Class B shares of
another AllianceBernstein Mutual Fund, the conversion period runs from the date
of your original purchase.

Class C Shares--Asset-Based Sales Charge Alternative

You can purchase Class C shares at NAV without an initial sales charge. This
means that the full amount of your purchase is invested in the Fund. Your
investment, however, is subject to a 1% CDSC if you redeem your shares within 1
year. If you exchange your shares for the Class C shares of another
AllianceBernstein Mutual Fund, the 1% CDSC also will apply to the Class C shares
received. The 1-year period for the CDSC begins with the date of your original
purchase, not the date of the exchange for the other Class C shares.

Class C shares do not convert to any other class of shares of the Fund.


- --------------------------------------------------------------------------------
                      HOW IS THE CDSC CALCULATED?

     The CDSC is applied to the lesser of NAV at the time of
     redemption or the original cost of shares being redeemed (or, as
     to Fund shares acquired through an exchange, the cost of the
     AllianceBernstein mutual fund shares originally purchased for
     cash). This means that no sales charge is assessed on increases
     in NAV above the initial purchase price. Shares obtained from
     dividend or distribution reinvestment are not subject to the
     CDSC. In determining the CDSC, it will be assumed that the
     redemption is, first, of any shares not subject to a CDSC and,
     second, of shares held the longest.
- --------------------------------------------------------------------------------

Class R Shares--Certain Group Retirement Plans

Class R shares do not have an initial sales charge or CDSC. As discussed above,
Class R shares are available only to group retirement plans with plan assets of
$1,000,000 to $10,000,000.

Advisor Class Shares--Fee Based Program Alternative

You may purchase Advisor Class shares through your financial advisor. Advisor
Class shares are not subject to any initial or contingent sales charges.
However, when you purchase Advisor Class shares through your financial advisor,
your financial advisor may charge a fee. Advisor Class shares are not available
to everyone. See "How to Buy Shares" above.

SALES CHARGE REDUCTION PROGRAMS

This section includes important information about sales charge reduction
programs available to investors in Class A shares and describes information or
records you may need to provide to a Fund or your financial intermediary in
order to be eligible for sales charge reduction programs.

Information about sales charge reduction programs also is available free of
charge and in a clear and prominent format on our website at
www.AllianceBernstein.com (click on "Individual Investors - U.S." and then
"Reducing or Eliminating Sales Charges"). More information on Breakpoints and
other sales charge waivers is available in each Fund's SAI.

Required Shareholder Information and Records

In order for shareholders to take advantage of sales charge reductions, a
shareholder or his or her financial intermediary must notify the Fund that the
shareholder qualifies for a reduction. Without notification, the Fund is unable
to ensure that the reduction is applied to the shareholder's account. A
shareholder may have to provide information or records to his or her financial
intermediary or a Fund to verify eligibility for breakpoint privileges or other
sales charge waivers. This may include information or records, including account
statements, regarding shares of the Fund or other AllianceBernstein Mutual Funds
held in:

o    all of the shareholder's accounts at the Funds or a financial intermediary;

o    any account of the shareholder at another financial intermediary; and

o    accounts of related parties of the shareholder, such as members of the same
     family, at any financial intermediary.

- --------------------------------------------------------------------------------
                          You Can Reduce Sales Charges
                           When Buying Class A Shares
- --------------------------------------------------------------------------------

Breakpoints or Quantity Discounts Offered by the Funds

The Funds offer investors the benefit of discounts on the sales charges that
apply to purchases of Class A shares in certain circumstances. These discounts,
which are also known as Breakpoints, can reduce or, in some cases, eliminate the
initial sales charges that would otherwise apply to your Class A investment.
Mutual funds are not required to offer breakpoints and different mutual fund
groups may offer different types of breakpoints.

Breakpoints or Quantity Discounts allow larger investments in Class A shares to
be charged lower sales charges. A shareholder investing more than $100,000 in
Class A shares of a Fund is eligible for a reduced sales charge. Initial sales
charges are eliminated completely for purchases of $1,000,000 or more, although
a 1%, 1-year CDSC may apply.

The sales charge schedule of Class A share Quantity Discounts is as follows:

                                         Initial Sales Charge

                                         as % of       as % of
                                        Net Amount    Offering
          Amount Purchased               Invested       Price
          -----------------------------------------------------
          Up to $100,000                   4.44%         4.25%
          $100,000 up to $250,000          3.36          3.25
          $250,000 up to $500,000          2.30          2.25
          $500,000 up to $1,000,000        1.78          1.75
          $1,000,000 and above             0.00          0.00

Rights of Accumulation

To determine if a new investment in Class A shares is eligible for a Quantity
Discount, a shareholder can combine the value of the new investment of a Fund
with the value of existing investments in the Fund, any other AllianceBernstein
Mutual Fund, AllianceBernstein Institutional Funds and certain CollegeBoundfund
accounts for which the shareholder, his or her spouse, or child under the age of
21 is the participant. The AllianceBernstein Mutual Funds use the current NAV of
your existing investments when combining them with your new investment.

Combined Purchase Privileges

A shareholder may qualify for a Quantity Discount by combining purchases of
shares of a Fund into a single "purchase." A "purchase" means a single purchase
or concurrent purchases of shares of a Fund or any other AllianceBernstein
Mutual Fund, including AllianceBernstein Institutional Funds, by:

o    an individual, his or her spouse, or the individual's children under the
     age of 21 purchasing shares for his, her or their own account(s), including
     certain CollegeBoundfund accounts;

o    a trustee or other fiduciary purchasing shares for a single trust, estate
     or single fiduciary account with one or more beneficiaries involved;

o    the employee benefit plans of a single employer; or

o    any company that has been in existence for at least six months or has a
     purpose other than the purchase of shares of the Fund.

Letter of Intent

An investor may not immediately invest a sufficient amount to reach a Quantity
Discount, but may plan to make one or more additional investments over a period
of time that, in the end, would qualify for a Quantity Discount. For these
situations, the Funds offer a Letter of Intent, which permits the investor to
express the intention, in writing, to invest at least $100,000 in Class A shares
of the Fund or any AllianceBernstein Mutual Fund within 13 months. The Fund will
then apply the Quantity Discount to each of the investor's purchases of Class A
shares that would apply to the total amount stated in the Letter of Intent. If
an investor fails to invest the total amount stated in the Letter of Intent, the
Fund will retroactively collect the sales charges otherwise applicable by
redeeming shares in the investor's account at their then current NAV. Investors
qualifying for a Combined Purchase Privilege may purchase shares under a single
Letter of Intent.

Other Programs

Class A shareholders may be able to purchase additional Class A shares with a
reduced or eliminated sales charge through the following AllianceBernstein
programs: Dividend Reinvestment Program, Dividend Direction Plan and
Reinstatement Privilege. These additional programs are described under "CDSC
Waivers and Other Programs" below.

Class A Shares - Sales at NAV

The Funds may sell their Class A shares at NAV without an initial sales charge
to some categories of investors, including:

o    all AllianceBernstein-sponsored group retirement plans;

o    group retirement plans;

o    AllianceBernstein Link, AllianceBernstein Individual 401(k), and
     AllianceBernstein Simple IRA plans with at least $250,000 in plan assets or
     100 employees;

o    investment management clients of Alliance or its affiliates, including
     clients and prospective clients of Alliance's AllianceBernstein
     Institutional Investment Management division;

o    present or retired full-time employees and former employees (for subsequent
     investment in accounts established during the course of their employment)
     of Alliance, ABIRM, AGIS and their affiliates or their spouses, siblings,
     direct ancestors or direct descendants or any trust, individual retirement
     account or retirement plan account for the benefit of such person;

o    officers, directors and present full-time employees of selected dealers or
     agents, their spouses, or any trust, individual retirement account or
     retirement plan account for the benefit of such person; or

o    persons participating in a fee-based program, sponsored and maintained by a
     registered broker-dealer or other financial intermediary and approved by
     ABIRM, under which persons pay an asset-based fee for service in the nature
     of investment advisory or administrative services.

                        CDSC WAIVERS AND OTHER PROGRAMS

- --------------------------------------------------------------------------------
                     Here Are Some Ways To Avoid Or Minimize
                              Charges On Redemption
- --------------------------------------------------------------------------------

CDSC Waivers

The Funds will waive the CDSCs on redemptions of shares in the following
circumstances, among others:

o    permitted exchanges of shares;

o    following the death or disability of a shareholder;

o    if the redemption represents a minimum required distribution from an IRA or
     other retirement plan to a shareholder who has attained the age of 70-1/2;
     or

o    if the redemption is necessary to meet a plan participant's or
     beneficiary's request for a distribution or loan from a group retirement
     plan or to accommodate a plan participant's or beneficiary's direction to
     reallocate his or her plan account among other investment alternatives
     available under a group retirement plan.

Dividend Reinvestment Program

Shareholders may elect to have all income and capital gains distributions from
their account paid to them in the form of additional shares of the same class of
a Fund under the Fund's Dividend Reinvestment Program. There is no initial sales
charge or CDSC imposed on shares issued pursuant to the Dividend Reinvestment
Program.

Dividend Direction Plan

A shareholder who already maintains accounts in more than one AllianceBernstein
Mutual Fund may direct the automatic investment of income dividends and/or
capital gains by one Fund, in any amount, without the payment of any sales
charges, in shares of the same class of one or more other AllianceBernstein
Mutual Fund(s).

Reinstatement Privilege

A shareholder who has redeemed all or any portion of his or her Class A or Class
B shares may reinvest all or any portion of the proceeds from the redemption in
Class A shares of a Fund at NAV without any sales charge, if the reinvestment is
made within 120 calendar days after the redemption date, and, for Class B
shares, a CDSC has been paid and ABIRM has approved, at its discretion, the
reinstatement of the shares.

Systematic Withdrawal Plan

The Funds offer a systematic withdrawal plan that permits the redemption of
Class B or Class C shares without payment of a CDSC. Under this plan,
redemptions equal to 1% a month, 2% every two months or 3% a quarter of the
value of a Fund account would be free of a CDSC. Shares would be redeemed so
that Class B shares not subject to a CDSC (such as shares acquired with
reinvested dividends or distributions) would be redeemed first and Class B
shares that are held the longest would be redeemed next. For Class C shares,
shares held the longest would be redeemed first.

SPECIAL DISTRIBUTION ARRANGEMENTS
FOR GROUP RETIREMENT PLANS

Each Fund offers special distribution arrangements for group retirement plans
and employee benefit plans, including employer-sponsored, tax-qualified 401(k)
plans, and other defined contribution plans (the "Plans"). However, plan
sponsors, plan fiduciaries and other financial intermediaries may establish
requirements for the Plans as to the purchase, sale or exchange of shares of a
Fund, including maximum and minimum initial investment requirements, which are
different from those described in the Prospectus and a Fund's SAI. Therefore,
plan sponsors or fiduciaries may not impose the same share class eligibility
standards as set forth in the Prospectus and a Fund's SAI. The Plans also may
not offer all classes of shares of a Fund. A Fund is not responsible for, and
has no control over, the decision of any plan sponsor or fiduciary to impose
such differing requirements.

Class A shares are available at NAV to all AllianceBernstein-sponsored group
retirement plans, regardless of size, and to the AllianceBernstein Link,
AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans with
at least $250,000 in plan assets or 100 employees. Class A shares are also
available at NAV to group retirement plans with plan assets in excess of
$10,000,000. For Funds that do not offer Class R shares, Class A shares at NAV
are available to those group retirement plans that would otherwise be eligible
to purchase Class R shares. When a non-AllianceBernstein sponsored group
retirement plan terminates a Fund as an investment option, all investments in
Class A shares of that Fund through the plan are subject to a 1%, 1-year CDSC
upon redemption. Furthermore, when a group retirement plan ceases to participate
in an AllianceBernstein-sponsored group retirement plan program, investments in
the Funds' Class A shares through the plan are subject to a 1%, 1-year CDSC upon
redemption.

Class C shares are available to group retirement plans with plan level assets of
less than $1,000,000 and to AllianceBernstein Link, AllianceBernstein Individual
401(k), and AllianceBernstein SIMPLE IRA plans with less than $250,000 in plan
assets and 100 employees.

Class R shares are available to certain group retirement plans with plan assets
of at least $1,000,000 but not more than $10,000,000. Currently, only
AllianceBernstein U.S. Government, AllianceBernstein Quality Bond,
AllianceBernstein Short Duration and AllianceBernstein Corporate Bond offer
Class R shares through the Prospectus.

THE "PROS" AND "CONS" OF DIFFERENT SHARE CLASSES

The decision as to which class of shares is most beneficial to you depends on
the amount and intended length of your investment. If you are making a large
investment, that qualifies for a reduced sales charge, you might consider
purchasing Class A shares. Class A shares, with their lower 12b-1 fees, are
designed for investors with a long-term investing time frame.

Although investors in Class B shares do not pay an initial sales charge, Class B
shares can be more costly than Class A shares over the long run due to their
substantially higher 12b-1 fees. Class B shares redeemed within three years
(four years for AllianceBernstein High Yield and AllianceBernstein Global
Strategic Income) of purchase are also subject to a CDSC. Class B shares are
designed for investors with an intermediate-term investing time frame.

Class C shares should not be considered as a long-term investment because they
do not convert to Class A shares and are subject to a higher distribution fee
indefinitely. Class C shares do not, however, have an initial sales charge or a
CDSC so long as the shares are held for one year or more. Class C shares are
designed for investors with a short-term investing time frame.

Your financial intermediary may receive differing compensation for selling Class
A, Class B, or Class C shares. See "Payments to Financial Advisors and their
Firms" below.

Choosing a Class of Shares for Group Retirement Plans

Group retirement plans with plan assets in excess of $10,000,000 are eligible to
purchase Class A shares at NAV. In addition, under certain circumstances, the
1%, 1-year CDSC may be waived. Since Class A shares have a lower Rule 12b-1 fee
than Class R shares, plans eligible for Class A shares with no CDSC should
purchase Class A shares. Group retirement plans with assets of between
$1,000,000 and $10,000,000 should purchase Class R shares. Class B shares are
generally not available to group retirement plans.

Other

A transaction, service, administrative or other similar fee may be charged by
your broker-dealer, agent, or other financial intermediary, with respect to the
purchase, sale, or exchange of Class A, Class B, Class C, Class R or Advisor
Class shares made through your financial advisor. The financial intermediaries
or your fee-based program also may impose requirements on the purchase, sale, or
exchange of shares that are different from, or in addition to, those imposed by
the Funds, including requirements as to the minimum initial and subsequent
investment amounts.

You should consult your financial advisor for assistance in choosing a class of
Fund shares.

PAYMENTS TO FINANCIAL ADVISORS AND THEIR FIRMS

Financial intermediaries market and sell shares of the Funds. These financial
intermediaries employ financial advisors and receive compensation for selling
shares of the Funds. This compensation is paid from various sources, including
any sales charge, CDSC and/or Rule 12b-1 fee that you or the Funds may pay. Your
individual financial advisor may receive some or all of the amounts paid to the
financial intermediary that employs him or her.

- --------------------------------------------------------------------------------
                       What is a Financial Intermediary?

A financial intermediary is a firm that receives compensation for selling shares
of the Funds offered in this Prospectus and/or provides services to the Funds'
shareholders. Financial intermediaries may include, among others, your broker,
your financial planner or advisor, banks, pension plan consultants and insurance
companies. Financial intermediaries employ financial advisors who deal with you
and other investors on an individual basis.
- --------------------------------------------------------------------------------

In the case of Class A shares, all or a portion of the initial sales charge that
you pay may be paid by ABIRM to financial intermediaries selling Class A shares.
ABIRM may also pay these financial intermediaries a fee of up to 1% on purchases
of $1,000,000 or more. Additionally, up to 100% of the Rule 12b-1 fees
applicable to Class A shares each year may be paid to financial intermediaries,
including your financial intermediary, that sell Class A shares.

In the case of Class B shares, ABIRM will pay, at the time of your purchase, a
commission to financial intermediaries selling Class B Shares in an amount equal
to 4% of your investment. Additionally, up to 30% of the Rule 12b-1 fees
applicable to Class B shares each year may be paid to financial intermediaries,
including your financial intermediary, that sell Class B shares.

In the case of Class C shares, ABIRM will pay, at the time of your purchase, a
commission to firms selling Class C Shares in an amount equal to 1% of your
investment. Additionally, up to 100% of the Rule 12b-1 fee applicable to Class C
shares each year may be paid to financial intermediaries, including your
financial intermediary, that sell Class C shares.

In the case of Class R shares, up to 100% of the Rule 12b-1 fee applicable to
Class R shares each year may be paid to financial intermediaries, including your
financial intermediary, that sell Class R shares.

In the case of Advisor Class shares, your financial advisor may charge ongoing
fees or transactional fees. ABIRM may pay a portion of "ticket" or other
transactional charges.

- --------------------------------------------------------------------------------

        Your financial advisor's firm receives compensation from the
        Funds, ABIRM and/or Alliance in several ways from various
        sources, which include some or all of the following:

        -    upfront sales commissions

        -    12b-1 fees

        -    additional distribution support

        -    defrayal of costs for educational seminars and training

        -    payments related to providing shareholder record-keeping
             and/or transfer agency services


   Please read the Prospectus carefully for information on this compensation.
- --------------------------------------------------------------------------------


Other Payments for Distribution Services and Educational Support

In addition to the commissions paid to financial intermediaries at the time of
sale and the fees described under "Asset-Based Sales Charges or Distribution
and/or Service (Rule 12b-1) Fees," some or all of which may be paid to financial
intermediaries (and, in turn, to your financial advisor), ABIRM, at its expense,
currently provides additional payments to firms that sell shares of the
AllianceBernstein Mutual Funds. Although the individual components may be higher
and the total amount of payments made to each qualifying firm in any given year
may vary, the total amount paid to a financial intermediary in connection with
the sale of shares of the AllianceBernstein Mutual Funds will generally not
exceed the sum of (a) 0.25% of the current year's fund sales by that firm and
(b) 0.10% of average daily net assets attributable to that firm over the year.
These sums include payments to reimburse directly or indirectly the costs
incurred by these firms and their employees in connection with educational
seminars and training efforts about the AllianceBernstein Mutual Funds for the
firms' employees and/or their clients and potential clients. The costs and
expenses associated with these efforts may include travel, lodging,
entertainment and meals.

For 2004, ABIRM's additional payments to these firms for distribution services
and educational support related to the AllianceBernstein Mutual Funds is
expected to be approximately 0.05% of the average monthly assets of the
AllianceBernstein Mutual Funds, or approximately $20,000,000. In 2003, ABIRM
paid approximately 0.05% of the average monthly assets of the AllianceBernstein
Mutual Funds or approximately $19,000,000 for distribution services and
educational support related to the AllianceBernstein Mutual Funds.

A number of factors are considered in determining the additional payments,
including each firm's AllianceBernstein Mutual Fund sales, assets and redemption
rates, and the willingness and ability of the firm to give ABIRM access to its
financial advisors for educational and marketing purposes. In some cases, firms
will include the AllianceBernstein Mutual Funds on a "preferred list." ABIRM's
goal is to make the financial advisors who interact with current and prospective
investors and shareholders more knowledgeable about the AllianceBernstein Mutual
Funds so that they can provide suitable information and advice about the funds
and related investor services.

The Funds and ABIRM also make payments for recordkeeping and other transfer
agency services to financial intermediaries that sell AllianceBernstein Mutual
Fund shares. Please see "Management of the Funds - Transfer Agency Services"
below. These expenses paid by the Funds are included in "Other Expenses" under
"Fees and Expenses of the Funds--Annual Operating Expenses" in the Prospectus.

- --------------------------------------------------------------------------------
     If one mutual fund sponsor makes greater distribution assistance
     payments than another, your financial advisor and his or her firm
     may have an incentive to recommend one fund complex over another.
     Similarly, if your financial advisor or his or her firm receives
     more distribution assistance for one share class versus another,
     then they may have an incentive to recommend that class.

     Please speak with your financial advisor to learn more about the
     total amounts paid to your financial advisor and his or her firm
     by the Funds, Alliance, ABIRM and by sponsors of other mutual
     funds he or she may recommend to you. You should also consult
     disclosures made by your financial advisor at the time of
     purchase.
- --------------------------------------------------------------------------------

As of the date of this Prospectus, ABIRM anticipates that the firms that will
receive additional payments for distribution services and/or educational support
include:

         A.G. Edwards
         AIG SunAmerica
         American Express Financial Advisors
         AXA Advisors
         Banc of America
         Bank One Securities Corp.
         Charles Schwab
         Chase Investment Services
         Citicorp Investment Services
         Citigroup Global Markets
         Commonwealth Financial
         ING Advisors Network
         Legg Mason
         Linsco Private Ledger
         Merrill Lynch
         Morgan Stanley Dean Witter
         National Financial
         NPH Holdings
         Oppenheimer
         Piper Jaffray
         Raymond James
         RBC Dain Rauscher
         Securities America
         UBS Financial
         Wachovia Securities
         Wells Fargo
         WM Financial

Although the Funds may use brokers who sell shares of the Funds to effect
portfolio transactions, the Funds do not consider the sale of AllianceBernstein
Mutual Fund Shares as a factor when selecting brokers to effect portfolio
transactions.

HOW TO EXCHANGE SHARES

You may exchange your Fund shares for shares of the same class of other
AllianceBernstein Mutual Funds (including AllianceBernstein Exchange Reserves, a
money market fund managed by Alliance). Exchanges of shares are made at the
next-determined NAV, without sales or service charges. You may request an
exchange by mail or telephone. In order to receive a day's NAV, AGIS must
receive and confirm your telephone exchange request by 4:00 p.m., Eastern time,
on that day. The Funds may modify, restrict, or terminate the exchange privilege
on 60 days' written notice.

HOW TO SELL OR REDEEM SHARES

You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the
New York Stock Exchange is open, either directly or through your financial
intermediary. Your sale price will be the next-determined NAV, less any
applicable CDSC, after the Fund receives your redemption request in proper form.
Normally, redemption proceeds are sent to you within 7 days. If you recently
purchased your shares by check or electronic funds transfer, your redemption
payment may be delayed until the Fund is reasonably satisfied that the check or
electronic funds transfer has been collected (which may take up to 15 days). For
Advisor Class shares, if you are in doubt about what procedures or documents are
required by your fee-based program or employee benefit plan to sell your shares,
you should contact your financial advisor.

Selling Shares Through Your Broker or Financial Advisor

Your broker or financial advisor must receive your sales request by 4:00 p.m.,
Eastern time, and submit it to the Fund by a pre-arranged time for you to
receive the next-determined NAV, less any applicable CDSC. Your broker or
financial advisor is responsible for submitting all necessary documentation to
the Fund and may charge you a fee for this service.

Selling Shares Directly to the Fund

By Mail

- --   Send a signed letter of instruction or stock power, along with
     certificates, to:

                        Alliance Global Investor Services
                                P.O. Box 786003
                           San Antonio, TX 78278-6003

- --   For certified or overnight deliveries, send to:

                        Alliance Global Investor Services
                             8000 IH 10 W, 4th floor
                              San Antonio, TX 78230

- --   For your protection, a bank, a member firm of a national stock exchange, or
     other eligible guarantor institution, must guarantee signatures. Stock
     power forms are available from your financial intermediary, AGIS, and many
     commercial banks. Additional documentation is required for the sale of
     shares by corporations, intermediaries, fiduciaries, and surviving joint
     owners. If you have any questions about these procedures, contact AGIS.

By Telephone

- --   You may redeem your shares for which no stock certificates have been issued
     by telephone request. Call AGIS at 800-221-5672 with instructions on how
     you wish to receive your sale proceeds.

- --   AGIS must receive and confirm a telephone redemption request by 4:00 p.m.,
     Eastern time, for you to receive that day's NAV, less any applicable CDSC.

- --   If you have selected electronic funds transfer in your Subscription
     Application, the redemption proceeds will be sent directly to your bank.
     Otherwise, the proceeds will be mailed to you.

- --   Redemption requests by electronic funds transfer may not exceed $100,000
     per day and redemption requests by check may not exceed $50,000 per day.

- --   Telephone redemption is not available for shares held in nominee or "street
     name" accounts, retirement plan accounts, or shares held by a shareholder
     who has changed his or her address of record within the previous 30
     calendar days.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

Each Fund's Board of Directors has adopted policies and procedures designed to
detect and deter frequent purchases and redemptions of Fund shares or excessive
or short-term trading that may disadvantage long-term Fund shareholders. These
policies are described below. The Fund reserves the right to restrict, reject or
cancel, without any prior notice, any purchase or exchange order for any reason,
including any purchase or exchange order accepted by any shareholder's financial
intermediary.

Risks Associated With Excessive Or Short-term Trading Generally. While the Funds
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through short-term
trading, shareholders that engage in rapid purchases and sales or exchanges of a
Fund's shares dilute the value of shares held by long-term shareholders.
Volatility resulting from excessive purchases and sales or exchanges of Fund
shares, especially involving large dollar amounts, may disrupt efficient
portfolio management. In particular, a Fund may have difficulty implementing its
long-term investment strategies if it is forced to maintain a higher level of
its assets in cash to accommodate significant short-term trading activity.
Excessive purchases and sales or exchanges of a Fund's shares may force the Fund
to sell portfolio securities at inopportune times to raise cash to accommodate
short-term trading activity. In addition, a Fund may incur increased expenses if
one or more shareholders engage in excessive or short-term trading. For example,
a Fund may be forced to liquidate investments as a result of short-term trading
and incur increased brokerage costs and realization of taxable capital gains
without attaining any investment advantage. Similarly, a Fund may bear increased
administrative costs due to asset level and investment volatility that
accompanies patterns of short-term trading activity. All of these factors may
adversely affect Fund performance.

A Fund that invests significantly in foreign securities may be particularly
susceptible to short-term trading strategies. This is because foreign securities
are typically traded on markets that close well before the time a Fund
calculates its NAV at 4:00 p.m. Eastern time, which gives rise to the
possibility that developments may have occurred in the interim that would affect
the value of these securities. The time zone differences among international
stock markets can allow a shareholder engaging in a short-term trading strategy
to exploit differences in Fund share prices that are based on closing prices of
foreign securities established some time before the Fund calculates its own
share price (referred to as "time zone arbitrage"). The Funds have procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be the fair value of those
securities at the time a Fund calculates its NAV. While there is no assurance,
the Funds expect that the use of fair value pricing, in addition to the
short-term trading policies discussed below, will significantly reduce a
shareholder's ability to engage in time zone arbitrage to the detriment of other
Fund shareholders.

A shareholder engaging in a short-term trading strategy may also target a Fund
that does not invest primarily in foreign securities. Any Fund that invests in
securities that are, among other things, thinly traded, traded infrequently, or
relatively illiquid has the risk that the current market price for the
securities may not accurately reflect current market values. A shareholder may
seek to engage in short-term trading to take advantage of these pricing
differences (referred to as "price arbitrage"). Funds that may be adversely
affected by price arbitrage include, in particular, those Funds that
significantly invest in small cap securities, technology and other specific
industry sector securities, and in certain fixed-income securities, such as high
yield bonds, asset-backed securities, or municipal bonds.

Policy Regarding Short-term Trading. Purchases and exchanges of shares of the
Funds should be made for investment purposes only. The Funds seek to prevent
patterns of excessive purchases and sales or exchanges of Fund shares. The Funds
will seek to prevent such practices to the extent they are detected by the
procedures described below. The Funds reserve the right to modify this policy,
including any surveillance or account blocking procedures established from time
to time to effectuate this policy, at any time without notice.

o    Transaction Surveillance Procedures. The Funds, through their agents, ABIRM
     and AGIS, maintain surveillance procedures to detect excessive or
     short-term trading in Fund shares. This surveillance process involves
     several factors, which include scrutinizing transactions in Fund shares
     that exceed certain monetary thresholds or numerical limits within a
     specified period of time. Generally, more than two exchanges of Fund shares
     during any 90-day period or purchases of shares followed by a sale within
     90 days will be identified by these surveillance procedures. For purposes
     of these transaction surveillance procedures, the Funds may consider
     trading activity in multiple accounts under common ownership, control, or
     influence. Trading activity identified by either, or a combination, of
     these factors, or as a result of any other information available at the
     time, will be evaluated to determine whether such activity might constitute
     excessive or short-term trading. These surveillance procedures may be
     modified from time to time, as necessary or appropriate to improve the
     detection of excessive or short-term trading or to address specific
     circumstances, such as for certain retirement plans, to conform to plan
     exchange limits or U.S. Department of Labor regulations, or for certain
     automated or pre-established exchange, asset allocation or dollar cost
     averaging programs, or omnibus account arrangements.

o    Account Blocking Procedures. If the Funds determine, in their sole
     discretion, that a particular transaction or pattern of transactions
     identified by the transaction surveillance procedures described above is
     excessive or short-term trading in nature, the relevant Fund account(s)
     will be immediately "blocked" and no future purchase or exchange activity
     will be permitted. However, sales of Fund shares back to a Fund or
     redemptions will continue to be permitted in accordance with the terms of
     the Fund's current Prospectus. In the event an account is blocked, certain
     account-related privileges, such as the ability to place purchase, sale and
     exchange orders over the internet or by phone, may also be suspended. A
     blocked account will generally remain blocked unless and until the account
     holder or the associated broker, dealer or other financial intermediary
     provides evidence or assurance acceptable to the Fund that the account
     holder did not or will not in the future engage in excessive or short-term
     trading.

o    Applications of Surveillance Procedures and Restrictions to Omnibus
     Accounts. Omnibus account arrangements are common forms of holding shares
     of the Funds, particularly among certain brokers, dealers, and other
     financial intermediaries, including sponsors of retirement plans and
     variable insurance products. The Funds seek to apply their surveillance
     procedures to these omnibus account arrangements. If an intermediary does
     not have the capabilities, or declines, to provide individual account level
     detail to the Funds, the Funds will monitor turnover of assets to purchases
     and redemptions of the omnibus account. If excessive turnover, defined as
     annualized purchases and redemptions exceeding 50% of assets is detected,
     the Fund will notify the intermediary and request that the intermediary
     review individual account transactions for excessive or short-term trading
     activity and confirm to the Fund that appropriate action has been taken to
     curtail the activity, which may include applying blocks to accounts to
     prohibit future purchases and exchanges of Fund shares For certain
     retirement plan accounts, the Funds may request that the retirement plan or
     other intermediary revoke the relevant participant's privilege to effect
     transactions in Fund shares via the internet or telephone, in which case
     the relevant participant must submit future transaction orders via the U.S.
     Postal Service (i.e., regular mail). The Fund will continue to monitor the
     turnover attributable to an intermediary's omnibus account arrangement and
     may consider whether to terminate the relationship if the intermediary does
     not demonstrate that appropriate action has been taken.

Risks to Shareholders Resulting From Imposition of Account Blocks in Response to
Excessive Short-term Trading Activity. A shareholder identified as having
engaged in excessive or short-term trading activity whose account is "blocked"
and who may not otherwise wish to redeem his or her shares effectively may be
"locked" into an investment in a Fund that the shareholder did not intend to
hold on a long-term basis or that may not be appropriate for the shareholder's
risk profile. To rectify this situation, a shareholder with a "blocked" account
may be forced to redeem Fund shares, which could be costly if, for example,
these shares have declined in value, the shareholder recently paid a front-end
sales charge or the shares are subject to a CDSC, or the sale results in adverse
tax consequences to the shareholder. To avoid this risk, a shareholder should
carefully monitor the purchases, sales, and exchanges of Fund shares and avoid
frequent trading in Fund shares.

Limitations on Ability to Detect and Curtail Excessive Trading Practices.
Shareholders seeking to engage in excessive short-term trading activities may
deploy a variety of strategies to avoid detection and, despite the efforts of
the Funds and their agents to detect excessive or short duration trading in Fund
shares, there is no guarantee that the Funds will be able to identify these
shareholders or curtail their trading practices. In particular, the Funds may
not be able to detect excessive or short-term trading in Fund shares
attributable to a particular investor who effects purchase and/or exchange
activity in Fund shares through omnibus accounts. Also, multiple tiers of these
entities may exist, each utilizing an omnibus account arrangement, which may
further compound the difficulty of detecting excessive or short duration trading
activity in Fund shares.

HOW THE FUNDS VALUE THEIR SHARES

Each Fund's NAV is calculated at the close of regular trading on the Exchange
(ordinarily, 4:00 p.m., Eastern time), only on days when the Exchange is open
for business. To calculate NAV, a Fund's assets are valued and totaled,
liabilities are subtracted, and the balance, called net assets, is divided by
the number of shares outstanding. If a Fund invests in securities that are
primarily traded on foreign exchanges that trade on weekends or other days when
the Fund does not price its shares, the NAV of the Fund's shares may change on
days when shareholders will not be able to purchase or redeem their shares in
the Fund.

The Funds value their securities at their current market value determined on the
basis of market quotations or, if market quotations are not readily available or
are unreliable, at "fair value" as determined in accordance with procedures
established by and under the general supervision of a Fund's Board of Directors.
When a Fund uses fair value pricing, it may take into account any factors it
deems appropriate. A Fund may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The prices of securities used by the Fund to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing involves subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.

Funds expect to use fair value pricing for securities primarily traded on U.S.
exchanges only under very limited circumstances, such as the early closing of
the exchange on which a security is traded or suspension of trading in the
security. Funds may use fair value pricing more frequently for securities
primarily traded in non-U.S. markets because, among other things, most foreign
markets close well before the Fund values its securities at 4:00 p.m., Eastern
time. The earlier close of these foreign markets gives rise to the possibility
that significant events, including broad market moves, may have occurred in the
interim. For example, the Funds believe that foreign security values may be
affected by events that occur after the close of foreign securities markets. To
account for this, the Funds may frequently value many of their foreign equity
securities using fair value prices based on third party vendor modeling tools to
the extent available.

Subject to the Board's oversight, each Fund's Board has delegated responsibility
for valuing a Fund's assets to Alliance. Alliance has established a Valuation
Committee, which operates under the policies and procedures approved by the
Board, to value the Fund's assets on behalf of the Fund. The Valuation Committee
values Fund assets as described above.

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by the Fund.
Your purchase of Fund shares may be subject to an initial sales charge. Your
sales of Fund shares may be subject to a CDSC.



The following sentence replaces the last sentence of the first paragraph under
"DESCRIPTION OF THE FUNDS - Investment Objectives and Principal Policies -
Global Bond Funds - AllianceBernstein Emerging Market Debt Fund."

The Fund's investments in sovereign debt obligations will emphasize debt
obligations issued by countries included in the J.P. Morgan Emerging Markets
Bond Index Global, which currently includes approximately 31 countries whose
economies are considered to be developing or emerging from underdevelopment. The
Fund previously emphasized investments in obligations referred to as "Brady
Bonds", which were issued in connection with the restructure of emerging market
sovereign debt obligations. However, most of these Brady Bonds have been retired
and no longer comprise a principal portion of the Fund's investments.

The following sentence replaces the last sentence of the second paragraph under
"DESCRIPTION OF THE FUNDS - Investment Objectives and Principal Policies -
Global Bond Funds - AllianceBernstein Emerging Market Debt Fund."

Alliance expects that the average weighted maturity of the Fund's portfolio will
normally range between five and 25 years.

The following sentences replace the first two sentences of the sixth paragraph
under "DESCRIPTION OF THE FUNDS - Investment Objectives and Principal Policies -
Global Bond Funds - AllianceBernstein Emerging Market Debt Fund."

The Fund's investments in sovereign debt obligations and non-U.S. corporate
fixed-income securities emphasize countries that are included in the J. P.
Morgan Emerging Markets Bond Index Global and are considered at the time of
purchase to be emerging markets or developing countries. A substantial part of
the Fund's investments will focus on obligations of or securities of issuers in
Argentina, Brazil, Colombia, Malaysia, Peru, the Philippines, Russia, Turkey and
Venezuela.

The section of the Prospectus entitled "MANAGEMENT OF THE FUNDS" is amended by
adding the following at the end of that section.



Transfer Agency and Retirement Plan Services

AGIS acts as the transfer agent for the Funds. AGIS, an indirect wholly-owned
subsidiary of the Adviser, registers the transfer, issuance and redemption of
Fund shares and disburses dividends and other distributions to Fund
shareholders.

Many Fund shares are owned by financial intermediaries for the benefit of their
customers. In those cases, the Funds often do not maintain an account for you.
Thus, some or all of the transfer agency functions for these accounts are
performed by the financial intermediaries. The Funds, ABIRM and/or Alliance pay
to these financial intermediaries, including those that sell shares of the
AllianceBernstein Mutual Funds, fees for sub-transfer agency and related
recordkeeping services in amounts ranging up to $19 per customer fund account
per annum. Retirement plans may also hold Fund shares in the name of the plan,
rather than the participant. Plan recordkeepers, who may have affiliated
financial intermediaries who sell shares of the Funds, may be paid for each plan
participant fund account in amounts up to $19 per account per annum and/or up to
0.20% per annum of the average daily assets held in the plan. To the extent any
of these payments for recordkeeping services, transfer agency services or
retirement plan accounts are made by the Funds, they are included in the amount
appearing opposite the caption "Other Expenses" found in the Fund expense tables
under "Fees and Expenses of the Funds." In addition, financial intermediaries
may be affiliates of entities that receive compensation from Alliance or ABIRM
for maintaining retirement plan "platforms" that facilitate trading by
affiliated and non-affiliated financial intermediaries and recordkeeping for
retirement plans.

Because financial intermediaries and plan recordkeepers may be paid varying
amounts per class for sub-transfer agency and related recordkeeping services,
the service requirements of which may also vary by class, this may create an
additional incentive for financial intermediaries and their financial advisors
to favor one fund complex over another or one class of shares over another.


For more information, please refer to your Fund's SAI, call your financial
advisor or visit our website at www.AllianceBernstein.com.

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

- ------------
(SM) This mark is used under license from the owner, AllianceBernstein
     Investment Research and Management, Inc.



00250.0157 #508085 v3