CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Marc O. Mayer, certify that:
1. I have reviewed this report on Form N-CSR (the "Report") of
AllianceBernstein Mid-Cap Growth Fund, Inc. (the "Fund");
2. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements and other financial
information included in this Report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash
flows (if the financial statements are required to include a statement of cash
flows) of the Fund as of, and for, the periods presented in this Report;
4. The Fund's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act) and internal control over
financial reporting (as defined in Rule30a-3(d) under the Investment Company
Act of 1940) for the Fund and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Fund, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Report is being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this Report based on such evaluation; and
d) disclosed in this Report any change in the Fund's internal control
over financial reporting that occurred during the Fund's most recent fiscal
half-year [or second fiscal half-year in the case of an annual report] that has
materially affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting; and
5. The Fund's other certifying officer and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Fund's ability to record, process, summarize,
and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Fund's internal control over
financial reporting.
Date: March 31, 2005
/s/ Marc O. Mayer
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Marc O. Mayer
President
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Mark D. Gersten, certify that:
1. I have reviewed this report on Form N-CSR (the "Report") of
AllianceBernstein Mid-Cap Growth Fund, Inc. (the "Fund");
2. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements and other financial
information included in this Report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash
flows (if the financial statements are required to include a statement of cash
flows) of the Fund as of, and for, the periods presented in this Report;
4. The Fund's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act) and internal control over
financial reporting (as defined in Rule30a-3(d) under the Investment Company
Act of 1940) for the Fund and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Fund, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Report is being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this Report based on such evaluation; and
d) disclosed in this Report any change in the Fund's internal control
over financial reporting that occurred during the Fund's most recent fiscal
half-year [or second fiscal half-year in the case of an annual report] that has
materially affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting; and
5. The Fund's other certifying officer and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Fund's ability to record, process, summarize,
and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Fund's internal control over
financial reporting.
Date: March 31, 2005
/s/ Mark D. Gersten
-------------------
Mark D. Gersten
Treasurer and Chief Financial Officer