AB Discovery Growth Fund, Inc. - (CHCLX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-00204

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND, INC.

(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, 2009

Date of reporting period: January 31, 2009

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMI-ANNUAL REPORT

AllianceBernstein Small/Mid Cap Growth Fund

(formerly Mid-Cap Growth Fund)

January 31, 2009

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or AllianceBernstein^® at (800) 227-4618. Please read the prospectus carefully before you invest.

You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P., the manager of the AllianceBernstein funds, and is a member of FINRA.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

March 20, 2009

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Small/Mid Cap Growth Fund (the “Fund”) for the semi-annual reporting period ended January 31, 2009. Prior to November 3, 2008, the Fund was named AllianceBernstein Mid-Cap Growth Fund. The Fund also changed its 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 Growth Index, to investing at least 80% of its net assets in “small- and mid-cap” companies. At this time, the Fund’s management team and benchmark also changed. Please see the Prospectus for details.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall US market. Under normal circumstances, the Fund invests at least 80% of its net assets in the equity securities of small- and mid-capitalization companies.

For these purposes, “small- and mid-cap companies” are those that, at the time of investment, fall within the capitalization range between the smaller of $1 billion or the market capitalization of the smallest company in the Russell 2500 Growth Index and the greater of $6 billion or the market capitalization of the largest company in the Russell 2500 Growth Index.

Because the Fund’s definition of small- and mid-cap companies is dynamic, the limits on capitalization will change with the markets.

The portfolio analyst-managers consider various factors, including liquidity, fundamental catalysts, and broader portfolio objectives, when determining which stocks to purchase. Normally, the Fund invests in approximately 60-90 stocks broadly diversified by sector.

The Fund invests principally in equity securities but may also invest in preferred stocks. The Fund may also invest in reverse repurchase agreements and up to 20% of its total assets in rights and warrants.

Investment Results

The table on page 4 shows the Fund’s performance compared with its new benchmark, the Russell 2500 Growth Index, and its former benchmark (through November 3, 2008), the Russell Midcap Growth Index, for the six- and 12-month periods ended January 31, 2009. Please note that during the six-month reporting period the Fund transitioned to its new strategy, buying stocks appropriate for the new strategy and selling stocks which were previously in the Mid-Cap Growth Fund.

A wholesale flight to safety intensified throughout the year, as evidence mounted that the global economy was entering a recession. The Fund’s Class A shares without sales charges performed poorly in 2008 but bounced back on a relative basis—although still posting negative

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 1

returns—in January 2009 for a six-month return which was about in-line with both the new and former benchmarks (the Fund slightly outperformed both) and a 12-month return that trailed both benchmarks.

Technology was a large source of underperformance during both time periods; specifically, within technology, the deteriorating economy and growing financial crisis led to underperformance by several holdings levered to global economic growth. Also, the relative outperformance of slower growing companies throughout much of 2008, combined with the negative impact of redemption-induced hedge-fund divestitures, weighed on stock selection across the Fund for both the six- and 12-month periods ended January 31, 2009.

The consumer sectors were a positive contributor to both the six- and 12-month periods due to strong performance from several less economically sensitive holdings in education and media. Favorable sector allocations provided a modest benefit throughout the period under review, as the Fund benefited from an overweight to health care and an underweight within industrials.

Market Review and Investment Strategy

The Standard & Poor’s 500 Index’s return for the 12-month period ended January 31, 2009, was among the worst ever for a single year in the reported history of the index. During the period, the majority of the market damage was inflicted during the nine-

week period following the collapse of Lehman Brothers on September 15, 2008, to the market drop on November 20, 2008. Small- and mid-cap growth investors were not spared from the carnage as the Russell 2500 Growth and Russell Midcap Growth indices also suffered near-record declines. Not only was it a horrendous year for absolute small- and mid-cap growth returns, but active managers within the space also struggled because of the severe underperformance of the growth investment style as compared to value and unique challenges related to the impact of hedge-fund redemptions.

Sector allocations within the Fund changed significantly during the year due to the Fund’s strategy change and management team’s transition on November 3, 2008. The Fund moved to an overweight in consumer/commercial services and energy. These purchases were funded by reducing overweights in both technology and health care to a small underweight in each. The Fund’s largest overweights as of January 31, 2009, were consumer/commercial services and energy; the largest underweights were industrials and health care. Finally, active sector exposures have been reined in to below average levels, as the Team seeks to manage the Fund’s risk in the currently volatile environment. Consistent with the Small/Mid Cap Growth Investment Team’s discipline, current investments emphasize companies whose earnings growth potential has been underestimated by the marketplace.

2 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

HISTORICAL PERFORMANCE

An Important Note About the Value of Historical Performance

The performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our website at www.alliancebernstein.com or call your financial advisor or AllianceBernstein Investments at 800.227.4618. You should read the prospectus carefully before you invest.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1 year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

Neither the unmanaged Russell 2500 Growth Index nor the unmanaged Russell Midcap Growth Index reflects fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Growth Index represents the growth components of the Russell 2500 Index, which comprises the smallest 2,500 stocks in the Russell 3000 Index. The Russell Midcap Growth Index measures the performance of those Russell mid-cap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the unmanaged Russell 1000 Growth Index. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Investments in small- and mid-cap companies may be more volatile than investments in large-cap companies. Investments in small-cap companies tend to be more volatile than investments in mid- or large-cap companies. A Fund’s investments in smaller capitalization companies may have additional risks because these companies often have limited product lines, markets or financial resources. Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations. If a growth stock company should fail to meet these high earnings expectations, the price of these stocks can be severely negatively affected. The Fund can invest in foreign securities. Foreign markets can be more volatile than the US market due to increased risks of adverse issuer, political, regulatory, market or economic developments. In addition, fluctuations in the value of investments in foreign currency-denominated securities may be magnified by changes in foreign exchange rates. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Fund’s prospectus.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 3

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE FUND VS. ITS BENCHMARKS PERIODS ENDED JANUARY 31, 2009	Returns
	6 Months	12 Months
AllianceBernstein Small/Mid Cap Growth Fund*
Class A	-40.08%	-45.54%
Class B†	-40.16%	-45.85%
Class C	-40.32%	-45.85%
Advisor Class‡	-39.88%	-45.20%
Class R‡	-40.08%	-45.49%
Class K‡	-40.08%	-45.44%
Class I‡	-39.92%	-45.22%
New Benchmark: Russell 2500 Growth Index	-40.12%	-40.14%
Former Benchmark: Russell Midcap Growth Index	-40.69%	-42.24%
*  Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance by 0.00% and 0.05% for the six- and 12-month periods ended January 31, 2009, respectively.
†  Effective January 31, 2009, Class B Shares will no longer be available for purchase to new investors. Please see Note A for additional information.
‡  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Historical Performance and Benchmark Disclosures on previous page.

(Historical Performance continued on next page)

4 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2009
	NAV Returns		SEC Returns
Class A Shares
1 Year	-45.54	%	-47.72	%
5 Years	-7.92	%	-8.71	%
10 Years	-3.26	%	-3.68	%
Class B Shares
1 Year	-45.85	%	-48.02	%
5 Years	-8.63	%	-8.63	%
10 Years(a)	-3.91	%	-3.91	%
Class C Shares
1 Year	-45.85	%	-46.40	%
5 Years	-8.60	%	-8.60	%
10 Years	-4.03	%	-4.03	%
Advisor Class Shares†
1 Year	-45.20	%	-45.20	%
5 Years	-7.67	%	-7.67	%
10 Years	-3.01	%	-3.01	%
Class R Shares†
1 Year	-45.49	%	-45.49	%
Since Inception*	-10.60	%	-10.60	%
Class K Shares†
1 Year	-45.44	%	-45.44	%
Since Inception*	-10.40	%	-10.40	%
Class I Shares†
1 Year	-45.22	%	-45.22	%
Since Inception*	-10.06	%	-10.06	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.23%, 2.07%, 2.03%, 1.00%, 1.46%, 1.17% and 0.84% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception date is 3/1/05 for Class R, Class K and Class I shares.

† These share classes are offered at net asset value (NAV) to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception date for Class R, Class K, and Class I is listed above.

See Historical Performance disclosures on page 3.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (DECEMBER 31, 2008)
		SEC Returns
Class A Shares
1 Year		-50.75	%
5 Years		-6.58	%
10 Years		-3.06	%
Class B Shares
1 Year		-50.93	%
5 Years		-6.52	%
10 Years(a)		-3.30	%
Class C Shares
1 Year		-49.40	%
5 Years		-6.48	%
10 Years		-3.44	%
Advisor Class Shares†	��
1 Year		-48.31	%
5 Years		-5.52	%
10 Years		-2.43	%
Class R Shares†
1 Year		-48.60	%
Since Inception*		-10.10	%
Class K Shares†
1 Year		-48.52	%
Since Inception*		-9.90	%
Class I Shares†
1 Year		-48.28	%
Since Inception*		-9.56	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception date is 3/1/05 for Class R, Class K and Class I shares.

† Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception date for Class R, Class K, and Class I is listed above.

See Historical Performance disclosures on page 3.

6 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Historical Performance

FUND EXPENSES

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value August 1, 2008				Ending Account Value January 31, 2009				Expenses Paid During Period*
	Actual		Hypothetical		Actual		Hypothetical**		Actual		Hypothetical
Class A	$	1,000	$	1,000	$	599.16	$	1,018.00	$	5.76	$	7.27
Class B	$	1,000	$	1,000	$	598.38	$	1,013.36	$	9.47	$	11.93
Class C	$	1,000	$	1,000	$	596.77	$	1,013.81	$	9.10	$	11.47
Advisor Class	$	1,000	$	1,000	$	601.21	$	1,019.16	$	4.84	$	6.11
Class R	$	1,000	$	1,000	$	599.15	$	1,016.99	$	6.57	$	8.29
Class K	$	1,000	$	1,000	$	599.16	$	1,018.85	$	5.08	$	6.41
Class I	$	1,000	$	1,000	$	600.82	$	1,020.47	$	3.79	$	4.79

* Expenses are equal to the classes’ annualized expense ratios of 1.43%, 2.35%, 2.26%, 1.20%, 1.63%, 1.26% and 0.94%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** Assumes 5% return before expenses.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 7

Fund Expenses

PORTFOLIO SUMMARY

January 31, 2009 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $308.8

TEN LARGEST HOLDINGS**

January 31, 2009 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
NuVasive, Inc.	$	6,355,268	2.1	%
Ametek, Inc.		6,273,748	2.0
ITT Educational Services, Inc.		6,100,998	2.0
VistaPrint Ltd.		6,079,721	2.0
NetFlix, Inc.		5,945,030	1.9
Alexion Pharmaceuticals, Inc.		5,888,139	1.9
Masimo Corp.		5,820,592	1.9
Immucor, Inc.		5,644,527	1.8
National CineMedia, Inc.		5,612,242	1.8
Panera Bread Co. – Class A		5,482,566	1.8
	$	59,202,831	19.2	%

* All data are as of January 31, 2009. The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

** Long-term investments.

The Fund’s sector breakdown is classified in the above pie chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell Sector scheme information can be found within Russell Index methodology documents available on Russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

8 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

January 31, 2009 (unaudited)

Company	Shares	U.S. $ Value
COMMON STOCKS – 98.1%
Consumer Discretionary – 23.3%
Advertising Agencies – 1.8%
National CineMedia, Inc.	556,770	$	5,612,242
Consumer Electronics – 1.9%
NetFlix, Inc.(a)	164,500		5,945,030
Education Services – 5.4%
Corinthian Colleges, Inc.(a)	274,300		5,123,924
DeVry, Inc.	5,400		289,332
ITT Educational Services, Inc.(a)	49,800		6,100,998
Strayer Education, Inc.	23,400		5,064,462
			16,578,716
Hotel/Motel – 0.4%
Orient-Express Hotels Ltd. – Class A	212,900		1,345,528
Printing and Copying Services – 2.0%
VistaPrint Ltd.(a)	265,490		6,079,721
Restaurants – 1.8%
Panera Bread Co. – Class A(a)	116,700		5,482,566
Retail – 5.9%
American Eagle Outfitters, Inc.	433,400		3,904,934
Dick’s Sporting Goods, Inc.(a)	289,200		3,184,092
Dollar Tree, Inc.(a)	88,500		3,779,835
Kohl’s Corp.(a)	75,100		2,756,921
Ross Stores, Inc.	151,100		4,445,362
			18,071,144
Services: Commercial – 2.8%
Copart, Inc.(a)	30,800		741,972
FTI Consulting, Inc.(a)	71,400		2,928,114
Iron Mountain, Inc.(a)	248,300		5,080,218
			8,750,304
Textiles Apparel Mfrs – 1.3%
Carter’s, Inc.(a)	232,700		3,953,573
			71,818,824
Health Care – 22.7%
Biotechnology Research & Production – 5.3%
Acorda Therapeutics, Inc.(a)	184,400		4,523,332
Alexion Pharmaceuticals, Inc.(a)	159,700		5,888,139
Cephalon, Inc.(a)	33,300		2,570,094
OSI Pharmaceuticals, Inc.(a)	95,200		3,389,120
			16,370,685
Drugs & Pharmaceuticals – 3.3%
BioMarin Pharmaceutical, Inc.(a)	188,800		3,636,288
Onyx Pharmaceuticals, Inc.(a)	118,900		3,618,127
United Therapeutics Corp.(a)	46,200		3,139,290
			10,393,705

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 9

Portfolio of Investments

Company	Shares	U.S. $ Value
Electronics: Medical Systems – 3.2%
Illumina, Inc.(a)	147,900	$	4,046,544
Masimo Corp.(a)	209,600		5,820,592
			9,867,136
Health Care Facilities – 1.6%
Psychiatric Solutions, Inc.(a)	187,300		4,869,800
Health Care Management Services – 2.3%
ATHENAHEALTH, Inc.(a)	70,100		2,529,208
Icon PLC (Sponsored) (ADR)(a)	229,700		4,616,970
			7,146,178
Health Care Services – 1.6%
Stericycle, Inc.(a)	100,330		4,908,144
Medical & Dental Instruments & Supplies – 5.4%
Gen-Probe, Inc.(a)	104,800		4,718,096
Immucor, Inc.(a)	203,700		5,644,527
NuVasive, Inc.(a)	170,200		6,355,268
			16,717,891
			70,273,539
Technology – 14.7%
Communications Technology – 1.5%
Atheros Communications, Inc.(a)	96,900		1,163,769
McAfee, Inc.(a)	117,500		3,582,575
			4,746,344
Computer Services Software & Systems – 7.6%
Concur Technologies, Inc.(a)	66,900		1,651,761
Digital River, Inc.(a)	149,800		3,710,546
F5 Networks, Inc.(a)	191,900		4,254,423
Intuit, Inc.(a)	133,800		3,030,570
Quest Software, Inc.(a)	219,300		2,734,671
Red Hat, Inc.(a)	228,940		3,353,971
Solera Holdings, Inc.(a)	201,500		4,854,135
			23,590,077
Computer Technology – 1.4%
Synopsys, Inc.(a)	229,700		4,249,450
Electronics: Semi-Conductors/Components – 4.2%
Hittite Microwave Corp.(a)	101,800		2,608,116
Microsemi Corp.(a)	142,000		1,192,800
ON Semiconductor Corp.(a)	829,700		3,459,849
PMC – Sierra, Inc.(a)	563,500		2,744,245
Verigy Ltd.(a)	344,800		2,865,288
			12,870,298
			45,456,169

10 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio of Investments

Company	Shares	U.S. $ Value
Producer Durables – 12.0%
Electrical Equipment & Components – 3.2%
Ametek, Inc.	196,300	$	6,273,748
Baldor Electric Co.	261,050		3,657,310
			9,931,058
Identification Control & Filter Devices – 1.5%
IDEX Corp.	201,500		4,555,915
Machine Tools – 1.2%
Lincoln Electric Holdings, Inc.	87,000		3,581,790
Machinery: Industrial/Specialty – 2.9%
Actuant Corp. – Class A	222,200		3,661,856
Chart Industries, Inc.(a)	134,260		1,135,840
Joy Global, Inc.	199,200		4,149,336
			8,947,032
Machinery: Specialty – 1.0%
Bucyrus International, Inc. – Class A	205,200		3,180,600
Production Technology Equipment – 0.5%
Cymer, Inc.(a)	80,300		1,638,120
Telecommunications Equipment – 1.7%
SBA Communications Corp. – Class A(a)	263,200		5,237,680
			37,072,195
Financial Services – 9.4%
Diversified Financial Services – 4.6%
Greenhill & Co., Inc.	70,600		4,590,412
Huron Consulting Group, Inc.(a)	96,650		4,830,567
Lazard Ltd. – Class A	185,800		4,923,700
			14,344,679
Financial Data Processing Services & Systems – 1.8%
Alliance Data Systems Corp.(a)	69,900		2,907,141
Global Payments, Inc.	79,200		2,749,032
			5,656,173
Financial Miscellaneous – 1.0%
Stifel Financial Corp.(a)	84,500		2,960,880
Investment Management Companies – 1.1%
Affiliated Managers Group, Inc.(a)	81,400		3,271,466
Savings & Loan – 0.7%
People’s United Financial, Inc.	142,600		2,332,936
Securities Brokerage & Services – 0.2%
optionsXpress Holdings, Inc.	51,400		559,746
			29,125,880

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 11

Portfolio of Investments

Company	Shares	U.S. $ Value
Other Energy – 8.4%
Energy Miscellaneous – 0.5%
Penn Virginia Corp.	79,400	$	1,635,640
Machinery: Oil Well Equip & Services – 3.9%
Complete Production Services, Inc.(a)	335,300		2,149,273
FMC Technologies, Inc.(a)	94,200		2,787,378
Oceaneering International, Inc.(a)	94,800		3,266,808
Superior Energy Services, Inc.(a)	170,200		2,651,716
Tesco Corp.(a)	108,500		1,078,490
			11,933,665
Oil: Crude Producers – 4.0%
Bill Barrett Corp.(a)	85,500		1,890,405
Cabot Oil & Gas Corp.	110,800		3,045,892
Forest Oil Corp.(a)	71,000		1,065,000
Newfield Exploration Co.(a)	124,200		2,383,398
Southwestern Energy Co.(a)	124,100		3,927,765
			12,312,460
			25,881,765
Materials & Processing – 4.1%
Chemicals – 1.4%
Airgas, Inc.	69,100		2,439,921
EnerSys(a)	222,300		2,025,153
			4,465,074
Construction – 0.4%
Chicago Bridge & Iron Co. NV	98,220		1,105,957
Diversified Materials & Processing – 1.3%
Hexcel Corp.(a)	481,800		3,994,122
Metal Fabricating – 0.6%
Valmont Industries, Inc.	47,600		1,931,608
Steel – 0.4%
Allegheny Technologies, Inc.	50,900		1,124,381
			12,621,142
Autos and Transportation – 3.0%
Railroads – 0.8%
Kansas City Southern(a)	139,000		2,524,240
Shipping – 0.3%
Kirby Corp.(a)	37,100		889,658
Transportation Misc. – 1.9%
CH Robinson Worldwide, Inc.	74,300		3,416,314
Expeditors International Washington, Inc.	87,000		2,419,470
			5,835,784
			9,249,682

12 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio of Investments

Company	Shares	U.S. $ Value
Utilities – 0.5%
Utilities: Telecommunications – 0.5%
tw telecom, Inc.(a)	198,400	$	1,517,760
Total Common Stocks (cost $314,364,257)			303,016,956
SHORT-TERM INVESTMENTS – 3.2%
Investment Companies – 3.2%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(b) (cost $9,976,815)	9,976,815		9,976,815
Total Investments – 101.3% (cost $324,341,072)			312,993,771
Other assets less liabilities – (1.3)%			(4,160,966	)
Net Assets – 100.0%		$	308,832,805

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 13

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

January 31, 2009 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $314,364,257)	$	303,016,956
Affiliated issuers (cost $9,976,815)		9,976,815
Receivable for investment securities sold		3,608,203
Receivable for capital stock sold		199,199
Dividends receivable		8,474
Total assets		316,809,647
Liabilities
Payable for investment securities purchased		6,686,900
Payable for capital stock redeemed		591,101
Management fee payable		207,328
Transfer Agent fee payable		137,223
Distribution fee payable		70,383
Administrative fee payable		36,151
Accrued expenses		247,756
Total liabilities		7,976,842
Net Assets	$	308,832,805
Composition of Net Assets
Capital stock, at par	$	1,090,372
Additional paid-in capital		602,888,952
Accumulated net investment loss		(2,321,249	)
Accumulated net realized loss on investment transactions		(281,477,969	)
Net unrealized depreciation on investments		(11,347,301	)
	$	308,832,805

Net Asset Value Per Share—21 billion shares of capital stock authorized, $.01 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	259,314,994	90,257,501	$	2.87	*
B	$	10,227,962	4,614,056	$	2.22
C	$	7,508,822	3,384,479	$	2.22
Advisor	$	23,007,723	7,759,666	$	2.97
R	$	1,652,366	582,115	$	2.84
K	$	302,937	105,429	$	2.87
I	$	6,818,001	2,333,959	$	2.92

* The maximum offering price per share for Class A shares was $3.00 which reflects a sales charge of 4.25%.

See notes to financial statements.

14 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended January 31, 2009 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,259)	$	671,880
Affiliated issuers		51,554		$	723,434
Expenses
Management fee (see Note B)		1,541,586
Distribution fee—Class A		393,796
Distribution fee—Class B		72,827
Distribution fee—Class C		51,241
Distribution fee—Class R		5,362
Distribution fee—Class K		469
Transfer agency—Class A		494,446
Transfer agency—Class B		31,933
Transfer agency—Class C		17,513
Transfer agency—Advisor Class		47,050
Transfer agency—Class R		2,320
Transfer agency—Class K		171
Transfer agency—Class I		848
Custodian		111,359
Administrative		54,432
Registration fees		53,250
Printing		30,917
Legal		30,481
Directors’ fees		25,029
Audit		24,002
Miscellaneous		9,851
Total expenses		2,998,883
Less: expense offset arrangement (see Note B)		(1,861	)
Net expenses					2,997,022
Net investment loss					(2,273,588	)
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized loss on investment transactions					(239,474,550	)
Net change in unrealized appreciation/depreciation of investments					23,334,727
Net loss on investment transactions					(216,139,823	)
Net Decrease in Net Assets from Operations				$	(218,413,411	)

See notes to financial statements.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 15

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended January 31, 2009 (unaudited)			Year Ended July 31, 2008
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(2,273,588	)	$	(6,799,207	)
Net realized gain (loss) on investment transactions		(239,474,550	)		58,454,674
Net change in unrealized appreciation/depreciation of investments		23,334,727			(126,628,403	)
Contributions from Manager (see Note B)		– 0	–		170,491
Net decrease in net assets from operations		(218,413,411	)		(74,802,445	)
Distributions to Shareholders from
Net realized gain on investment transactions
Class A		– 0	–		(82,489,050	)
Class B		– 0	–		(5,577,461	)
Class C		– 0	–		(3,421,251	)
Advisor Class		– 0	–		(7,324,613	)
Class R		– 0	–		(435,911	)
Class K		– 0	–		(291,129	)
Class I		– 0	–		(1,675,289	)
Capital Stock Transactions
Net decrease		(33,106,631	)		(22,321,804	)
Total decrease		(251,520,042	)		(198,338,953	)
Net Assets
Beginning of period		560,352,847			758,691,800
End of period (including accumulated net investment loss of ($2,321,249) and ($47,661), respectively)	$	308,832,805		$	560,352,847

See notes to financial statements.

16 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

January 31, 2009 (unaudited)

NOTE A

Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Growth Fund, Inc., (formerly, AllianceBernstein Mid-Cap Growth Fund, Inc.) (the “Fund”) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Automatic Investment Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 17

Notes To Financial Statements

exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Manager”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because 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 and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

The Fund adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”

18 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

(“FAS 157”), effective August 1, 2008. In accordance with FAS 157, 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. FAS 157 also establishes 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 developed 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 January 31, 2009:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	312,993,771		$	– 0	–
Level 2		– 0	–		– 0	–
Level 3		– 0	–		– 0	–
Total	$	312,993,771		$	– 0	–

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

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 19

Notes To Financial Statements

investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Fund’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are

20 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Management Fee and Other Transactions with Affiliates

Under the terms of the management agreement, the Fund pays the Manager a fee at an annual rate of .75% on the first $500 million of average daily net assets, .65% on the next $500 million of average daily net assets and .55% on average daily net assets in excess of $1 billion. Such fee is accrued daily and paid monthly.

During the year ended July 31, 2008, and in response to the Independent Directors’ request, the Manager made a payment of $170,491 to the Fund in connection with an error made by the Manager in processing a claim for class action settlement proceeds on behalf of the Fund.

Pursuant to the management agreement, the Fund paid $54,432 to the Manager representing the cost of certain legal and accounting services provided to the Fund by the Manager for the six months ended January 31, 2009.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Manager, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $434,052 for the six months ended January 31, 2009.

For the six months ended January 31, 2009, the expenses of Class A, Class B, Class C and Advisor Class shares were reduced by $1,861 under an expense offset arrangement with ABIS.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Manager, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,133 from the sale of Class A shares and received $1,386, $4,769 and $455 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended January 31, 2009.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio, an open-end management investment company managed by the Manager. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 21

Notes To Financial Statements

Manager, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Fund’s transactions in shares of the Government STIF Portfolio for the six months ended January 31, 2009 is as follows:

Market Value July 31, 2008 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Dividend Income (000)		Market Value January 31, 2009 (000)
$	5,486	$	65,984	$	61,493	$	52	$	9,977

Brokerage commissions paid on investment transactions for the six months ended January 31, 2009 amounted to $820,996, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Manager.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. The Directors currently limit payments under the Class A plan to .23% of the Fund’s average daily net assets attributable to Class A shares. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $6,040,348, $2,385,089, $159,158 and $85,138 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Manager may use its own resources to finance the distribution of the Fund’s shares.

22 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended January 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	498,998,162		$	533,576,552
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	17,243,580
Gross unrealized depreciation		(28,590,881	)
Net unrealized depreciation	$	(11,347,301	)

1. Currency Transactions

The Fund may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Fund 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 Fund 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. The 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).

NOTE E

Securities Lending

The Fund has entered into a securities lending agreement with UBS Securities LLC (the “Lending Agent”). Under the terms of the agreement, the Lending Agent, on behalf of the Fund, administers the lending of portfolio securities to certain broker-dealers. In return, the Fund receives fee income from the lending transactions or it retains a portion of interest on the investment of any cash received as collateral. The Fund also continues to receive dividends or interest on the securities loaned. Under the terms of the securities lending agreement, security voting rights pass to the borrower, although the Fund can at will terminate a loan and regain the right to vote upon receipt of the security. Unrealized gain or loss on the value of the securities loaned that may occur during the term of the loan will be reflected in the accounts of the Fund. All loans are continuously secured by collateral exceeding the value of the securities loaned. All collateral consists of either cash or U.S. government securities. The Lending Agent may

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 23

Notes To Financial Statements

invest the cash collateral received in an eligible money market vehicle in accordance with the investment restrictions of the Fund. The Lending Agent will indemnify the Fund for any loss resulting from a borrower’s failure to return a loaned security when due. During the six months ended January 31, 2009, the Fund did not engage in securities lending.

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares				Amount
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31, 2008		Six Months Ended January 31, 2009 (unaudited)			Year Ended July 31, 2008
Class A
Shares sold	1,879,654		5,501,936		$	6,582,714		$	30,649,070
Shares issued in reinvestment of distributions	– 0	–	12,017,292			– 0	–		70,781,851
Shares converted from Class B	356,935		918,452			1,303,313			5,686,037
Shares redeemed	(9,062,246	)	(20,039,833	)		(32,327,152	)		(111,501,712	)
Net decrease	(6,825,657	)	(1,602,153	)	$	(24,441,125	)	$	(4,384,754	)
Class B
Shares sold	139,218		436,448		$	358,659		$	2,003,328
Shares issued in reinvestment of distributions	– 0	–	1,146,705			– 0	–		5,263,376
Shares converted to Class A	(461,052	)	(1,011,149	)		(1,303,313	)		(5,686,037	)
Shares redeemed	(661,371	)	(2,064,847	)		(1,870,026	)		(7,838,535	)
Net decrease	(983,205	)	(1,492,843	)	$	(2,814,680	)	$	(6,257,868	)
Class C
Shares sold	238,650		564,996		$	592,658		$	2,573,140
Shares issued in reinvestment of distributions	– 0	–	705,067			– 0	–		3,236,259
Shares redeemed	(681,705	)	(1,568,175	)		(1,780,549	)		(6,877,407	)
Net decrease	(443,055	)	(298,112	)	$	(1,187,891	)	$	(1,068,008	)
Advisor Class
Shares sold	1,283,689		1,331,920		$	4,434,637		$	7,761,020
Shares issued in reinvestment of distributions	– 0	–	1,197,483			– 0	–		7,256,745
Shares redeemed	(2,784,769	)	(4,758,171	)		(9,191,550	)		(29,715,754	)
Net decrease	(1,501,080	)	(2,228,768	)	$	(4,756,913	)	$	(14,697,989	)

24 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

	Shares				Amount
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31, 2008		Six Months Ended January 31, 2009 (unaudited)			Year Ended July 31, 2008
Class R
Shares sold	84,764		184,624		$	274,036		$	1,052,995
Shares issued in reinvestment of distributions	– 0	–	74,754			– 0	–		435,815
Shares redeemed	(114,729	)	(134,344	)		(387,984	)		(749,542	)
Net increase (decrease)	(29,965	)	125,034		$	(113,948	)	$	739,268
Class K
Shares sold	9,372		277,286		$	35,337		$	1,954,073
Shares issued in reinvestment of distributions	– 0	–	49,270			– 0	–		289,708
Shares redeemed	(8,067	)	(316,297	)		(35,536	)		(1,830,644	)
Net increase (decrease)	1,305		10,259		$	(199	)	$	413,137
Class I
Shares sold	98,528		211,794		$	336,264		$	1,410,040
Shares issued in reinvestment of distributions	– 0	–	281,089			– 0	–		1,675,289
Shares redeemed	(30,970	)	(28,163	)		(128,139	)		(150,919	)
Net increase	67,558		464,720		$	208,125		$	2,934,410

NOTE G

Risks Involved in Investing in the Fund

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Fund’s investments or reduce the returns of the Fund. For example, the value of the Fund’s investments in foreign currency-denominated securities 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 are generally not as regulated as securities markets. Independent of the Fund’s investments denominated in foreign currencies, the Fund’s positions in various foreign

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 25

Notes To Financial Statements

currencies may cause the Fund to experience investment losses due to the changes in exchange rates and interest rates.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Manager, including the Fund, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended January 31, 2009.

NOTE I

Distributions to Shareholders

The tax character of distributions to be paid for the year ending July 31, 2009 will be determined at the end of the current fiscal year.

The tax character of distributions paid during the fiscal years ended July 31, 2008 and July 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	5,782,111	$	39,593,751
Long-term capital gains		95,432,594		36,722,274
Total taxable distributions		101,214,705		76,316,025
Total distributions paid	$	101,214,705	$	76,316,025

As of July 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Unrealized appreciation/(depreciation)	$	(76,733,108	)(a)
Total accumulated earnings/(deficit)	$	(76,733,108	)

^(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of partnerships.

NOTE J

Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P.

26 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

(“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 27

Notes To Financial Statements

NOTE K

Recent Accounting Pronouncement

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on the Fund’s financial statements.

28 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes To Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  4.79		$  6.22		$  5.60		$  6.45		$  5.38		$  4.46
Income From Investment Operations
Net investment loss(a)	(.02	)	(.05	)	(.05	)	(.04	)	(.05	)	(.06	)(b)
Net realized and unrealized gain (loss) on investment transactions	(1.90	)	(.52	)	1.25		(.22	)	1.12		.98
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.92	)	(.57	)	1.20		(.26	)	1.07		.92
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–	– 0	–
Net asset value, end of period	$  2.87		$  4.79		$  6.22		$  5.60		$  6.45		$  5.38
Total Return
Total investment return based on net asset value(d)	(40.08	)%	(11.75	)%*	21.76	%	(5.32	)%	19.89	%	20.63	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$259,315		$465,189		$614,019		$593,870		$653,612		$610,854
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.43	%(e)	1.23	%	1.20	%(f)	1.23	%(g)	1.25	%	1.25	%
Expenses, before waivers/reimbursements	1.43	%(e)	1.23	%	1.20	%(f)	1.23	%(g)	1.25	%	1.26	%
Net investment loss	(1.08	)%(e)	(.95	)%	(.89	)%	(.64	)%(g)	(.88	)%	(1.06	)%(b)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%	135	%

See footnote summary on page 36.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 29

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class B
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  3.71		$  5.04		$  4.67		$  5.51		$  4.63		$  3.87
Income From Investment Operations
Net investment loss(a)	(.03	)	(.08	)	(.09	)	(.08	)	(.09	)	(.09	)(b)
Net realized and unrealized gain (loss) on investment transactions	(1.46	)	(.39	)	1.04		(.17	)	.97		.85
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.49	)	(.47	)	.95		(.25	)	.88		.76
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–	– 0	–
Net asset value, end of period	$  2.22		$  3.71		$  5.04		$  4.67		$  5.51		$  4.63
Total Return
Total investment return based on net asset value(d)	(40.16	)%	(12.60	)%*	20.68	%	(6.08	)%	19.01	%	19.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$10,228		$20,792		$35,734		$50,045		$70,236		$74,567
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	2.35	%(e)	2.07	%	2.04	%(f)	2.05	%(g)	2.07	%	2.09	%
Expenses, before waivers/reimbursements	2.35	%(e)	2.07	%	2.04	%(f)	2.05	%(g)	2.07	%	2.10	%
Net investment loss	(2.00	)%(e)	(1.79	)%	(1.72	)%	(1.46	)%(g)	(1.71	)%	(1.90	)%(b)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%	135	%

See footnote summary on page 36.

30 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  3.72		$  5.04		$  4.66		$  5.50		$  4.62		$  3.87
Income From Investment Operations
Net investment loss(a)	(.03	)	(.08	)	(.08	)	(.08	)	(.08	)	(.09	)(b)
Net realized and unrealized gain (loss) on investment transactions	(1.47	)	(.38	)	1.04		(.17	)	.96		.84
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.50	)	(.46	)	.96		(.25	)	.88		.75
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–	– 0	–
Net asset value, end of period	$  2.22		$  3.72		$  5.04		$  4.66		$  5.50		$  4.62
Total Return
Total investment return based on net asset value(d)	(40.32	)%	(12.36	)%*	20.94	%	(6.11	)%	19.05	%	19.38	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$7,509		$14,221		$20,773		$26,701		$24,098		$26,017
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	2.26	%(e)	2.03	%	2.00	%(f)	2.01	%(g)	2.05	%	2.06	%
Expenses, before waivers/reimbursements	2.26	%(e)	2.03	%	2.00	%(f)	2.01	%(g)	2.05	%	2.07	%
Net investment loss	(1.91	)%(e)	(1.75	)%	(1.68	)%	(1.44	)%(g)	(1.68	)%	(1.87	)%(b)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%	135	%

See footnote summary on page 36.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 31

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  4.94		$  6.38		$  5.72		$  6.56		$  5.45		$  4.52
Income From Investment Operations
Net investment loss(a)	(.02	)	(.04	)	(.04	)	(.03	)	(.04	)	(.05	)(b)
Net realized and unrealized gain (loss) on investment transactions	(1.95	)	(.54	)	1.28		(.22	)	1.15		.98
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.97	)	(.58	)	1.24		(.25	)	1.11		.93
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–	– 0	–
Net asset value, end of period	$  2.97		$  4.94		$  6.38		$  5.72		$  6.56		$  5.45
Total Return
Total investment return based on net asset value(d)	(39.88	)%	(11.58	)%*	22.03	%	(5.05	)%	20.37	%	20.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$23,008		$45,739		$73,267		$70,832		$68,495		$44,440
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.20	%(e)	1.00	%	.97	%(f)	1.00	%(g)	1.04	%	1.04	%
Expenses, before waivers/reimbursements	1.20	%(e)	1.00	%	.97	%(f)	1.00	%(g)	1.04	%	1.05	%
Net investment loss	(.85	)%(e)	(.72	)%	(.66	)%	(.42	)%(g)	(.64	)%	(.85	)%(b)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%	135	%

See footnote summary on page 36.

32 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,						March 1, 2005(h) to July 31, 2005
			2008		2007		2006
Net asset value, beginning of period	$  4.74		$  6.18		$  5.58		$  6.45		$  6.05
Income From Investment Operations
Net investment loss(a)	(.02	)	(.07	)	(.08	)	(.06	)	(.02	)
Net realized and unrealized gain (loss) on investment transactions	(1.88	)	(.51	)	1.26		(.22	)	.42
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.90	)	(.58	)	1.18		(.28	)	.40
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–
Net asset value, end of period	$  2.84		$  4.74		$  6.18		$  5.58		$  6.45
Total Return
Total investment return based on net asset value(d)	(40.08	)%	(11.99	)%*	21.48	%	(5.64	)%	6.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,652		$2,900		$3,008		$1,974		$11
Ratio to average net assets of:
Expenses	1.63	%(e)	1.46	%	1.51	%(f)	1.54	%(g)	1.42	%(e)
Net investment loss	(1.28	)%(e)	(1.19	)%	(1.22	)%	(1.08	)%(g)	(.86	)%(e)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%

See footnote summary on page 36.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 33

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,						March 1, 2005(h) to July 31, 2005
			2008		2007		2006
Net asset value, beginning of period	$  4.79		$  6.22		$  5.60		$  6.45		$  6.05
Income From Investment Operations
Net investment loss(a)	(.02	)	(.04	)	(.06	)	(.05	)	(.01	)
Net realized and unrealized gain (loss) on investment transactions	(1.90	)	(.53	)	1.26		(.21	)	.41
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.92	)	(.57	)	1.20		(.26	)	.40
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–
Net asset value, end of period	$  2.87		$  4.79		$  6.22		$  5.60		$  6.45
Total Return
Total investment return based on net asset value(d)	(40.08	)%	(11.73	)%*	21.78	%	(5.32	)%	6.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$303		$499		$584		$298		$11
Ratio to average net assets of:
Expenses	1.26	%(e)	1.17	%	1.26	%(f)	1.25	%(g)	1.14	%(e)
Net investment loss	(.90	)%(e)	(.73	)%	(.96	)%	(.86	)%(g)	(.58	)%(e)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%

See footnote summary on page 36.

34 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended January 31, 2009 (unaudited)		Year Ended July 31,						March 1, 2005(h) to July 31, 2005
			2008		2007		2006
Net asset value, beginning of period	$  4.86		$  6.28		$  5.63		$  6.46		$  6.05
Income From Investment Operations
Net investment loss(a)	(.01	)	(.03	)	(.03	)	(.02	)	(.01	)
Net realized and unrealized gain (loss) on investment transactions	(1.93	)	(.53	)	1.26		(.22	)	.42
Contributions from Manager	– 0	–	.00	(c)	– 0	–	– 0	–	– 0	–
Net increase (decrease) in net asset value from operations	(1.94	)	(.56	)	1.23		(.24	)	.41
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(.86	)	(.58	)	(.59	)	– 0	–
Net asset value, end of period	$  2.92		$  4.86		$  6.28		$  5.63		$  6.46
Total Return
Total investment return based on net asset value(d)	(39.92	)%	(11.44	)%*	22.23	%	(4.97	)%	6.78	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$6,818		$11,013		$11,307		$9,372		$11
Ratio to average net assets of:
Expenses	.94	%(e)	.84	%	.84	%(f)	.87	%(g)	.92	%(e)
Net investment loss	(.58	)%(e)	(.57	)%	(.54	)%	(.25	)%(g)	(.35	)%(e)
Portfolio turnover rate	121	%	129	%	98	%	135	%	88	%

See footnote summary on page 36.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 35

Financial Highlights

(a) Based on average shares outstanding.

(b) Net of fees and expenses waived/reimbursed by the Manager and the Transfer Agent.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) Ratios reflect expenses grossed up, where applicable, for expense offset arrangement with the Transfer Agent. For the periods shown below, the net expense ratios were as follows:

	Year Ended July 31, 2007
Class A	1.19	%
Class B	2.02	%
Class C	1.98	%
Advisor Class	.96	%
Class R	1.50	%
Class K	1.25	%
Class I	.83	%

(g) The ratio includes expenses attributable to costs of proxy solicitation.

(h) Commencement of distributions.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the year ended July 31, 2008 by .07%.

See notes to financial statements.

36 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

BOARD OF DIRECTORS

William H. Foulk, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Robert M. Keith, President and Chief Executive Officer

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Bruce K. Aronow⁽²⁾, Senior Vice President

N. Kumar Kirpalani⁽²⁾, Vice President

Samantha S. Lau⁽²⁾, Vice President

James H. Russo ⁽²⁾, Vice President

Wen-Tse Tseng⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Custodian and Accounting Agent State Street Bank and Trust Company One Lincoln Street Boston, MA 02111   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm KPMG LLP 345 Park Avenue New York, NY 10154   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Small/Mid Cap Growth Investment Team. Ms. Lau and Messrs. Aronow, Kirpalani, Russo and Tseng are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 37

Board of Directors

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Cap Fund, Inc. (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Growth Portfolio² (the “Portfolio”).³ The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS, & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 The Portfolio has not yet commenced operations.

3 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

38 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Category	Advisory Fee5	Net Assets 02/29/08 ($MIL)	Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$100.06	Small/Mid Cap Growth Portfolio

The Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser at the end of the Portfolio’s fiscal year upon at least 60 days written notice prior to the termination date of the undertaking.

Fund	Expense Cap Pursuant to Expense Limitation Undertaking			Fiscal Year End
Small/Mid Cap Growth Portfolio7	Advisor Class A Class B Class C	1.10 1.40 2.10 2.10	% % % %	July 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting,

4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

5 The advisory fees of the Portfolio are based on the percent of the Portfolio’s net assets at quarter end and are paid on a quarterly basis.

6 Assumed initial net asset base.

7 The Portfolio has not yet commenced operations.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 39

administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁸ In addition to the AllianceBernstein Institutional fee schedule, set forth below are what would have been the effective advisory fees of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fees:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee	Portfolio Advisory Fee
Small/Mid Cap Growth Portfolio	$100.09	U.S. SMID Cap Growth 95 bp on 1st $25 million 75 bp on next $25 million 65 bp on next $50 million 55 bp on the balance Minimum account size: $25m	0.750%	0.750%

8 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

9 Assumed initial net asset base.

40 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Fund.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹⁰ at the approximate current asset level of the subject Portfolio.¹¹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)12	Lipper Exp. Group Median (%)	Rank
Small/Mid Cap Growth Portfolio13	0.750	0.968	2/16

10 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

12 The contractual management fee rate would not reflect any expense reimbursement payments made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services

13 The Portfolio’s contractual management fee is based on an assumed initial asset base of $100 million.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 41

Lipper also compared the Portfolio’s total expense ratios in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Small/Mid Cap Growth Portfolio16	1.400	1.559	3/16	1.474	27/86

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained an independent consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet commenced operations. Therefore, there is no historical profitability data to consider. In future years, after the Portfolio has commenced operations, information will be provided regarding the Adviser’s profitability from managing the Portfolio.

In addition to the Adviser’s future direct profits from managing the Portfolio, certain of the Adviser’s affiliates may have future business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Anticipated Class A total expense ratio.

16 The Portfolio’s total expense ratio is based on an assumed initial asset base of $100 million. Note that Class A shares of the Portfolio have an expense cap of 1.40%.

42 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates may provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser may benefit from soft dollar arrangements which offset expenses that the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. ABI and the Adviser have disclosed in the Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. In 2007, ABI paid approximately 0.04% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $24 million for distribution services and educational support (revenue sharing payments). For 2008, it is anticipated, ABI will pay approximately 0.04% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $28 million.¹⁷

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis.

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

17 ABI currently inserts the “Advance” in quarterly account statements and pays the incremental costs associated with the mailing. The incremental cost is less than what an “independent mailing” would cost.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 43

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th-75^th percentile of their comparable peers.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

44 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since there is no historical performance information for the Portfolio, it is worth considering the performance information of a fund managed by the Adviser that has a substantially similar investment style as the Portfolio. The following table shows the 1 year and since inception Lipper gross performance rankings²¹ of The AllianceBernstein Pooling Portfolios—Small-Mid Cap Growth Portfolio (“Small-Mid Cap Growth Pooling Portfolio”), whose investment style is substantially similar to that of the Portfolio, relative to that fund’s Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”) for the periods ended January 31, 2008.²²

Small-Mid Cap Growth Pooling Portfolio	Fund Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	3.69	4.23	3.30	11/20	50/109
Since Inception	13.68	10.57	10.79	6/17	18/83

Set forth below are the 1 year and since inception net performance returns of Small-Mid Cap Growth Pooling Portfolio (in bold) versus its benchmark:

	Periods Ending January 31, 2008 Annualized Performance (%)
	1 Year	Since Inception23
Small-Mid Cap Growth Pooling Portfolio	3.64	13.60
Russell 2500 Growth Index	-4.55	8.43
Inception Date: May 20, 2005

21 The performance returns of the Pooling Portfolio’s peers are also adjusted for expenses (gross up).

22 It should be noted that the underlying data with regards to Lipper’s inception date performance return calculation only covers the period from the nearest month end after inception date through the period end date.

23 The underlying data, which the Adviser used to calculate since inception performance returns for the Pooling Portfolios–Small-Mid Cap Growth Portfolio, covers the period from the portfolio’s inception date, May 20, 2005, through January 31, 2008. The underlying data, which the Adviser used to calculate performance returns for the Pooling Portfolio’s benchmark, covers the period from the nearest month end after the portfolio’s inception date through the period end date January 31, 2008.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 45

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

46 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies Funds

Balanced Wealth Strategy

Wealth Appreciation Strategy

Wealth Preservation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Tax-Managed Wealth Preservation Strategy

Blended Style Funds

U.S. Large Cap Portfolio

International Portfolio

Tax-Managed International Portfolio

Growth Funds

Domestic

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

Small/Mid Cap Growth Fund*

Global & International

Global Growth Fund*

Global Thematic Growth Fund*

Greater China ‘97 Fund

International Growth Fund

Value Funds

Domestic

Balanced Shares

Focused Growth & Income Fund

Growth & Income Fund

Small/Mid Cap Value Fund

Utility Income Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Diversified Yield Fund

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Short Duration Portfolio

Municipal Bond Funds

National
National II*
Arizona
California
Florida
Massachusetts
Michigan Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia

Intermediate Municipal Bond Funds

Intermediate California

Intermediate Diversified

Intermediate New York

Closed-End Funds

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

ACM Managed Dollar Income Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

The Spain Fund

Retirement Strategies Funds

2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,** which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

You should consider the investment objectives, risks, charges and expenses of any AllianceBernstein fund/portfolio carefully before investing. For free copies of our prospectuses, which contain this and other information, visit us online at www.alliancebernstein.com or contact your financial advisor. Please read the prospectus carefully before investing.

* Prior to November 3, 2008, Small/Mid Cap Growth Fund was named Mid-Cap Growth Fund, Global Growth Fund was named Global Research Growth Fund, and Global Thematic Growth Fund was named Global Technology Fund. Prior to December 1, 2008, National II was named Insured National.

** An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 47

AllianceBernstein Family of Funds

NOTES

48 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

SMCG-0152-0109

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. 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 changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

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

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 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): AllianceBernstein Small/Mid Cap Growth Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith President

Date: March 27, 2009

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: March 27, 2009

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo Treasurer and Chief Financial Officer

Date: March 27, 2009