UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05088

THE ALLIANCEBERNSTEIN PORTFOLIOS

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: July 31, 2011

Date of reporting period: October 31, 2011

ITEM 1. SCHEDULE OF INVESTMENTS.

AllianceBernstein Growth Fund

Portfolio of Investments

October 31, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 98.3%
Information Technology - 31.7%
Communications Equipment - 5.1%
Cisco Systems, Inc.		595,390	$	11,032,576
QUALCOMM, Inc.		374,500		19,324,200
				30,356,776
Computers & Peripherals - 8.2%
Apple, Inc. (a)		98,430		39,842,495
EMC Corp./Massachusetts (a)		354,780		8,695,658
				48,538,153
Internet Software & Services - 3.8%
Google, Inc.-Class A (a)		37,950		22,490,688
IT Services - 3.0%
Accenture PLC		196,900		11,865,194
Visa, Inc.-Class A		63,080		5,882,841
				17,748,035
Semiconductors & Semiconductor Equipment - 3.2%
Broadcom Corp.-Class A (a)		308,660		11,139,539
Marvell Technology Group Ltd. (a)		555,230		7,767,668
				18,907,207
Software - 8.4%
Citrix Systems, Inc. (a)		102,880		7,492,751
Intuit, Inc.		142,630		7,654,952
Oracle Corp.		634,100		20,779,457
Red Hat, Inc. (a)		130,440		6,476,346
TIBCO Software, Inc. (a)		239,370		6,915,399
				49,318,905
				187,359,764
Consumer Discretionary - 16.4%
Auto Components - 0.9%
Johnson Controls, Inc.		156,370		5,149,264
Automobiles - 1.0%
Harley-Davidson, Inc.		154,500		6,010,050
Hotels, Restaurants & Leisure - 4.6%
Las Vegas Sands Corp. (a)		127,780		5,999,271
McDonald’s Corp.		129,770		12,049,144
Starbucks Corp.		152,870		6,472,516
Starwood Hotels & Resorts Worldwide, Inc.		54,450		2,728,490
				27,249,421
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)		33,370		7,124,829
priceline.com, Inc. (a)		5,900		2,995,548
				10,120,377
Media - 1.1%
Walt Disney Co. (The)		188,700		6,581,856

Company	Shares		U.S. $ Value
Multiline Retail - 1.0%
Macy’s, Inc.		188,830		5,764,980
Specialty Retail - 3.4%
Bed Bath & Beyond, Inc. (a)		76,920		4,756,733
Home Depot, Inc.		305,520		10,937,616
Limited Brands, Inc.		105,395		4,501,420
				20,195,769
Textiles, Apparel & Luxury Goods - 2.7%
NIKE, Inc.-Class B		64,040		6,170,254
PVH Corp.		79,570		5,920,804
VF Corp.		28,410		3,926,830
				16,017,888
				97,089,605
Energy - 13.0%
Energy Equipment & Services - 5.7%
Halliburton Co.		177,680		6,638,125
National Oilwell Varco, Inc.		68,560		4,890,385
Saipem SpA		107,550		4,805,593
Schlumberger Ltd.		174,140		12,794,066
Technip SA		49,830		4,711,774
				33,839,943
Oil, Gas & Consumable Fuels - 7.3%
Anadarko Petroleum Corp.		103,610		8,133,385
Chevron Corp.		138,040		14,501,102
EOG Resources, Inc.		81,930		7,327,000
Noble Energy, Inc.		88,240		7,883,362
Occidental Petroleum Corp.		54,980		5,109,841
				42,954,690
				76,794,633
Health Care - 13.0%
Biotechnology - 2.2%
Amarin Corp. PLC (ADR) (a)		207,100		1,946,740
Gilead Sciences, Inc. (a)		196,860		8,201,188
Pharmasset, Inc. (a)		42,330		2,980,032
				13,127,960
Health Care Equipment & Supplies - 3.5%
Baxter International, Inc.		92,900		5,107,642
Covidien PLC		151,200		7,112,448
Stryker Corp.		143,250		6,863,108
Volcano Corp. (a)		69,400		1,730,142
				20,813,340
Health Care Providers & Services - 4.9%
Express Scripts, Inc.-Class A (a)		109,200		4,993,716
Healthspring, Inc. (a)		96,800		5,221,392
HMS Holdings Corp. (a)		202,580		4,951,055
McKesson Corp.		103,270		8,421,668
UnitedHealth Group, Inc.		106,940		5,132,051
				28,719,882

Company	Shares		U.S. $ Value
Pharmaceuticals - 2.4%
Allergan, Inc./United States		73,200		6,157,584
Perrigo Co.		44,390		4,007,529
Watson Pharmaceuticals, Inc. (a)		56,800		3,814,688
				13,979,801
				76,640,983
Industrials - 9.9%
Aerospace & Defense - 3.4%
Boeing Co. (The)		117,200		7,710,588
United Technologies Corp.		158,490		12,359,050
				20,069,638
Air Freight & Logistics - 2.2%
United Parcel Service, Inc.-Class B		182,500		12,818,800
Electrical Equipment - 1.7%
AMETEK, Inc.		92,000		3,635,840
Emerson Electric Co.		138,770		6,677,613
				10,313,453
Industrial Conglomerates - 1.9%
Danaher Corp.		237,340		11,475,389
Machinery - 0.7%
Joy Global, Inc.		46,000		4,011,200
				58,688,480
Consumer Staples - 8.0%
Beverages - 0.9%
Coca-Cola Enterprises, Inc.		198,030		5,311,165
Food Products - 3.1%
General Mills, Inc.		146,090		5,628,847
Kellogg Co.		96,680		5,241,023
Kraft Foods, Inc.-Class A		199,750		7,027,205
				17,897,075
Tobacco - 4.0%
Altria Group, Inc.		340,640		9,384,632
Philip Morris International, Inc.		205,600		14,365,272
				23,749,904
				46,958,144
Financials - 4.1%
Commercial Banks - 0.8%
Wells Fargo & Co.		186,460		4,831,179
Diversified Financial Services - 2.0%
CME Group, Inc.-Class A		11,460		3,157,917
IntercontinentalExchange, Inc. (a)		34,860		4,527,617
JPMorgan Chase & Co.		106,300		3,694,988
				11,380,522
Insurance - 1.3%
AON Corp.		51,780		2,413,984
MetLife, Inc.		76,640		2,694,662

Company	Shares		U.S. $ Value
Prudential Financial, Inc.		48,100		2,607,020
				7,715,666
				23,927,367
Materials - 2.2%
Chemicals - 2.2%
Monsanto Co.		94,410		6,868,327
Potash Corp. of Saskatchewan, Inc.		127,500		6,034,575
				12,902,902
Total Common Stocks (cost $594,833,627)				580,361,878
SHORT-TERM INVESTMENTS - 3.8%
Investment Companies - 3.8%
AllianceBernstein Fixed-Income Shares, Inc. - Government STIF Portfolio, 0.09% (b) (cost $22,366,419)		22,366,419		22,366,419
Total Investments - 102.1% (cost $617,200,046) (c)				602,728,297
Other assets less liabilities - (2.1)%				(12,466,181	)
Net Assets - 100.0%			$	590,262,116

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(c) As of October 31, 2011, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $15,345,856 and gross unrealized depreciation of investments was $(29,817,605), resulting in net unrealized depreciation of $(14,471,749).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Glossary:

ADR - American Depositary Receipt

AllianceBernstein Growth Fund

October 31, 2011 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of October 31, 2011:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

Information Technology

$

187,359,764

$

– 0

–

$

– 0

–

$

187,359,764

Consumer Discretionary

97,089,605

– 0

–

– 0

–

97,089,605

Energy

67,277,266

9,517,367

– 0

–

76,794,633

Health Care

76,640,983

– 0

–

– 0

–

76,640,983

Industrials

58,688,480

– 0

–

– 0

–

58,688,480

Consumer Staples

46,958,144

– 0

–

– 0

–

46,958,144

Financials

23,927,367

– 0

–

– 0

–

23,927,367

Materials

12,902,902

– 0

–

– 0

–

12,902,902

Short-Term Investments

22,366,419

– 0

–

– 0

–

22,366,419

Total Investments in Securities

593,210,930

9,517,367

+

– 0

–

602,728,297

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

593,210,930

$

9,517,367

$

– 0

–

$

602,728,297

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available.

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal control over financial reporting that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 3. EXHIBITS.

The following exhibits are attached to this Form N-Q:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
11 (a) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11 (a) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): The AllianceBernstein Portfolios

By:	/s/    Robert M. Keith
	Robert M. Keith
	President
Date:	December 22, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    Robert M. Keith
	Robert M. Keith
	President
Date:	December 22, 2011
By:	/s/    Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	December 22, 2011