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: 811-126
ALLIANCEBERNSTEIN GROWTH and INCOME 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)
Mark R. Manley
Alliance Capital Management 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: October 31, 2005
Date of reporting period: April 30, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
AllianceBernstein Growth & Income Fund
Large Cap Value
April 30, 2005
SEMI-ANNUAL REPORT
The Fund expects to hold a meeting of shareholders on or about November 15,
2005, at which the election of directors will be considered. For information
with respect to submitting a candidate for director for consideration by the
Governance and Nominating Committee of the Fund's Board of Directors, please
see the Nominating Procedures in the Fund's Statement of Additional Information.
Investment Products Offered
- ---------------------------
o Are Not FDIC Insured
o May Lose Value
o 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 Investment Research and Management, Inc. is an affiliate of
Alliance Capital Management L.P., the manager of the funds, and is a member of
the NASD.
June 22, 2005
SEMI-ANNUAL REPORT
This report provides management's discussion of fund performance for
AllianceBernstein Growth & Income Fund (the "Fund") for the semi-annual
reporting period ended April 30, 2005.
INVESTMENT OBJECTIVE AND POLICIES
The objective of this open-ended fund is capital appreciation through
investments primarily in dividend-paying common stocks of good quality,
although the Fund may also invest in fixed-income and convertible securities.
INVESTMENT RESULTS
The table on page 4 shows the Fund's performance compared to its benchmark, the
Russell 1000 Value Index, for the six- and 12-month periods ended April 30,
2005. Also included in the table are returns for the Fund's peer group, as
represented by the Lipper Large-Cap Value Funds Average (the "Lipper Average").
Funds in the Lipper Average have generally similar investment objectives to the
Fund, although some may have different investment policies and sales and
management fees.
The Fund underperformed its benchmark and its Lipper Large-Cap Value Fund peer
group during both the six- and 12-month periods ended April 30, 2005. The Fund
continues to maintain a lower-than-benchmark and lower-than-peer-group profile
in winning "value" sectors like commodities (e.g., energy and basic materials)
and interest-rate leveraged financials (e.g., Real Estate Investment Trusts
(REITs) and regional banks). The Fund's Relative Value Investment Team (the
"team") believes both areas of the market, which are large exposures in the
Fund's benchmark, are expensive and prices have detached from fundamentals as
speculators have become more involved in the short-term direction of stock
prices. Some of the biggest winners in the Fund's portfolio have been energy
holdings, and the team continues to reduce the Fund's exposure into individual
company stock price strength. At the stock level, less than stellar stock
selection in the health care, media and financials sectors was primarily
responsible for the Fund's underperformance versus the benchmark during the
six- and 12-month reporting periods. Specifically, large investments in
American International Group (AIG) and Boston Scientific (BSX) were
particularly nettlesome. Indeed, absent these investments, performance has been
improving of late.
MARKET REVIEW AND INVESTMENT STRATEGY
The macroeconomic backdrop remains constructive for U.S. equities. Valuations
still look reasonable, underpinned by moderating yet still-healthy gross
domestic product (GDP) growth, record-high operating profit margins and free
cash flows that should continue to fuel the broad-based recovery in capital
spending and job growth.
Given the absence of significant industrial and economic stresses that
typically create valuation anomalies, however, valuation spreads remain
unusually tight between sectors and among stocks in the same industries. As a
result, premium potential for active investment strategies appears more limited
than usual.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 1
As has been the case since mid-2003, the Fund has been committed to large-cap
quality companies with growth-at-a-reasonable-price characteristics. Although
the earnings growth potential for these stocks is substantially higher than for
the market overall, they're selling at low premiums in terms of forward
price-to-earnings (P/E)--and at a material discount to the market based on
estimates of their long-term earnings power.
The securities that the Fund's Relative Value Investment Team (the "team") buys
and sells for the Fund are selected within the framework of the team's
proprietary relative value investment process. For each of the large number of
companies covered by AllianceBernstein's fundamental research analysts, the
team systematically compares the relationship of a company's securities
valuation to its forecast fundamental performance. The attractiveness of each
security in this closely followed research universe is summarized by ranking
stocks based on relative valuation and relative earnings estimate revision
factors. In combination, the team believes that these factors provide a useful
summary of relative stock price attractiveness based on the team's traditional
fundamental research activities and provide an excellent foundation for our
investment decisions.
While the team's definition of value is constant, its perception of value will
depend on how the market is trading off the importance between the moving parts
of its ranking system--relative valuation, relative earnings and relative
price. As the Fund responds to shifts in the ranking system's perception of
value, the team expects its characteristics to fairly consistently capture a
very attractive relationship between portfolio valuation and prospective
earnings growth.
_______________________________________________________________________________
2 ALLIANCEBERNSTEIN GROWTH & INCOME 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 web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein at (800) 227-4618. You should read the prospectus carefully
before you invest.
Returns are annualized for periods longer than one year. 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 Advisor Class, Class R, Class K and
Class I shares will vary due to different expenses associated with these
classes. Performance assumes reinvestment of distributions and does not account
for taxes.
BENCHMARK DISCLOSURE
The unmanaged Russell 1000 Value Index does not reflect fees and expenses
associated with the active management of a mutual fund portfolio. The Russell
1000 Value Index contains those securities in the Russell 1000 Index with a
less-than-average growth orientation. The Russell 1000 Index is comprised of
1000 of the largest capitalized companies that are traded in the United States.
For the six- and 12-month periods ended April 30, 2005, the Lipper Large-Cap
Value Funds Average consisted of 438 and 433 funds, respectively. These funds
have generally similar investment objectives to the Fund, although some may
have different investment policies and sales and management fees. An investor
cannot invest directly in an index or average, and their results are not
indicative of the performance for any specific investment, including the Fund.
A WORD ABOUT RISK
The Fund's assets can be invested in foreign securities which may magnify asset
value fluctuations due to changes in foreign exchange rates and the possibility
of substantial volatility due to political and economic uncertainties in
foreign countries. 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 GROWTH & INCOME FUND 3
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE FUND VS. ITS BENCHMARK ----------------------------
PERIODS ENDED APRIL 30, 2005 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Growth & Income Fund
Class A 4.01% 5.83%
Class B 3.74% 4.90%
Class C 3.73% 4.89%
Advisor Class 4.11% 6.05%
Class R** 3.90% 5.60%
Class K** -4.46%*
Class I** -4.41%*
Russell 1000 Value Index 6.72% 13.92%
Lipper Large-Cap Value Funds Average 4.63% 8.49%
* Since Inception. The Class K and Class I share inception date is 3/1/05.
** Please note that this is a new share class offering for investors purchasing
shares through institutional pension plans. The inception date for Class R
shares is 11/03/03; the inception date for Class K and Class I shares is 3/1/05.
See Historical Performance and Benchmark disclosures on previous page.
(Historical Performance continued on next page)
_______________________________________________________________________________
4 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2005
- -------------------------------------------------------------------------------
NAV Returns SEC Returns
Class A Shares
1 Year 5.83% 1.41%
5 Years 2.27% 1.37%
10 Years 12.02% 11.56%
Class B Shares
1 Year 4.90% 0.90%
5 Years 1.50% 1.50%
10 Years(a) 11.30% 11.30%
Class C Shares
1 Year 4.89% 3.89%
5 Years 1.55% 1.55%
10 Years 11.19% 11.19%
Advisor Class Shares
1 Year 6.05%
5 Years 2.57%
Since Inception* 10.04%
Class R Shares+
1 Year 5.60%
Since Inception* 9.92%
Class K Shares+
Since Inception* -4.46%
Class I Shares+
Since Inception* -4.41%
SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2005)
- -------------------------------------------------------------------------------
Class A Shares
1 Year 1.40%
5 Years 2.24%
10 Years 12.08%
Class B Shares
1 Year 0.81%
5 Years 2.29%
10 Years(a) 11.87%
Class C Shares
1 Year 4.10%
5 Years 2.29%
10 Years 11.70%
(a) Assumes conversion of Class B shares into Class A shares after eight years.
* Inception dates: 10/1/96 for Advisor Class shares; 11/3/03 for Class R
shares; 3/1/05 for Class K and Class I shares.
+ Please note that this is a new share class offering for investors
purchasing shares through institutional pension plans. The inception date for
Class R shares is 11/3/03; Class K and I shares is 3/1/05.
See Historical Performance disclosures on page 3.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 5
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 Ending
Account Value Account Value Expenses Paid
November 1, 2004 April 30, 2005 During Period*
-------------------- ---------------------- ---------------------
Actual Hypothetical Actual Hypothetical** Actual Hypothetical
- -------------------------------------------------------------------------------
Class A $1,000 $1,000 $1,040.09 $1,019.93 $ 4.96 $ 4.91
Class B $1,000 $1,000 $1,037.37 $1,016.27 $ 8.69 $ 8.60
Class C $1,000 $1,000 $1,037.27 $1,016.31 $ 8.64 $ 8.55
Advisor
Class $1,000 $1,000 $1,041.11 $1,021.32 $ 3.54 $ 3.51
Class R $1,000 $1,000 $1,038.98 $1,018.74 $ 6.17 $ 6.11
Class K+ $1,000 $1,000 $ 955.38 $1,006.95 $ 1.24 $ 1.27
Class I+ $1,000 $1,000 $ 955.90 $1,007.27 $ 0.93 $ 0.96
* Expenses are equal to the classes' annualized expense ratios of 0.98%,
1.72%, 1.71%, 0.70%, 1.22%, 0.77% and 0.58%, respectively, multiplied by the
average account value over the period, multiplied by the number of days in the
period/365.
** Assumes 5% return before expenses.
+ The account value and expenses for Class K and Class I shares are based on
the period from March 1, 2005 (commencement of distribution) through April 30,
2005.
_______________________________________________________________________________
6 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
PORTFOLIO SUMMARY
April 30, 2005 (unaudited)
PORTFOLIO STATISTICS
Net Assets ($mil): $6,585.2
SECTOR BREAKDOWN*
24.9% Finance
14.3% Consumer Services
10.2% Energy
9.7% Technology
9.4% Consumer Staples
9.2% Health Care
8.0% Capital Goods
6.5% Utilities
2.4% Basic Industry
1.9% Transportation
0.9% Multi-Industry Companies
0.8% Consumer Manufacturing
0.4% Aerospace & Defense
1.4% Short-Term
TEN LARGEST HOLDINGS
April 30, 2005 (unaudited)
Percent of
Company U.S $ Value Net Assets
- -------------------------------------------------------------------------------
Microsoft Corp. $ 325,003,800 4.9%
General Electric Co. 323,667,820 4.9
Citigroup, Inc. 283,882,592 4.3
American International Group, Inc. 281,958,165 4.3
Altria Group, Inc. 211,217,500 3.2
Viacom, Inc. 185,217,000 2.8
J.P. Morgan Chase & Co. 178,213,035 2.7
Fannie Mae 175,067,750 2.7
Home Depot, Inc. 169,776,000 2.6
ConocoPhillips 167,403,510 2.5
$ 2,301,407,172 34.9%
* All data are as of April 30, 2005. The Fund's sector breakdown is expressed
as a percentage of total investments and may vary over time.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 7
PORTFOLIO OF INVESTMENTS
April 30, 2005 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-99.6%
FINANCE-25.2%
Banking-Money Center-3.6%
J.P. Morgan Chase & Co. 5,021,500 $ 178,213,035
Wachovia Corp.* 1,100,000 56,298,000
--------------
234,511,035
--------------
Banking-Regional-2.7%
Bank of America Corp. 2,542,800 114,527,712
North Fork Bancorporation, Inc. 2,310,500 65,040,575
--------------
179,568,287
--------------
Brokerage & Money Management-2.3%
Merrill Lynch & Co., Inc.* 1,945,300 104,910,029
Morgan Stanley 850,000 44,727,000
--------------
149,637,029
--------------
Insurance-8.7%
ACE, Ltd. (Bermuda) 3,301,700 141,841,032
AFLAC, Inc. 608,200 24,723,330
American International Group, Inc. 5,544,900 281,958,165
Axis Capital Holdings, Ltd. (Bermuda) 2,681,600 71,330,560
MetLife, Inc.* 1,371,900 53,366,910
--------------
573,219,997
--------------
Mortgage Banking-2.6%
Fannie Mae 3,245,000 175,067,750
--------------
Miscellaneous-5.3%
American Express Co. 331,500 17,470,050
Citigroup, Inc. 6,045,200 283,882,592
MBNA Corp. 2,422,500 47,844,375
--------------
349,197,017
--------------
1,661,201,115
--------------
CONSUMER SERVICES-14.4%
Broadcasting & Cable-9.3%
Clear Channel Communications, Inc. 601,500 19,211,910
Comcast Corp. Cl.A(a) 2,650,000 85,091,500
News Corp. Cl.A* 7,625,100 116,511,528
Time Warner, Inc.(a)* 8,991,000 151,138,710
Viacom, Inc. Cl.B 5,350,000 185,217,000
Westwood One, Inc.(a) 2,924,500 53,518,350
--------------
610,688,998
--------------
Entertainment & Leisure-1.3%
Harley-Davidson, Inc.* 1,072,600 50,433,652
Royal Caribbean Cruises, Ltd.* 850,000 35,717,000
--------------
86,150,652
--------------
Restaurants & Lodging-0.2%
Wendy's International, Inc.* 381,700 16,386,381
--------------
_______________________________________________________________________________
8 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Retail-General Merchandise-3.6%
Bed Bath & Beyond, Inc.(a) 363,750 $ 13,535,137
Home Depot, Inc. 4,800,000 169,776,000
Lowe's Cos., Inc.* 1,033,100 53,834,841
--------------
237,145,978
--------------
950,372,009
--------------
ENERGY-10.2%
Domestic Integrated-0.3%
Occidental Petroleum Corp.* 326,000 22,494,000
--------------
Domestic Producers-1.3%
Noble Energy, Inc.* 1,375,000 88,165,000
--------------
International-2.6%
BP Plc (ADR) (United Kingdom)* 900,000 54,810,000
Exxon Mobil Corp. 2,000,000 114,060,000
--------------
168,870,000
--------------
Oil Services-3.5%
Baker Hughes, Inc. 1,560,500 68,849,260
EnCana Corp (Canada)* 340,300 21,731,558
FMC Technologies, Inc.(a)* 701,400 21,273,462
Nabors Industries, Ltd. (Barbados)(a) 967,000 52,092,290
Schlumberger, Ltd. (Netherlands) 938,650 64,213,047
--------------
228,159,617
--------------
Miscellaneous-2.5%
ConocoPhillips 1,596,600 167,403,510
--------------
675,092,127
--------------
Technology-9.8%
Communication Equipment-0.9%
QUALCOMM, Inc. 1,684,000 58,754,760
--------------
Computer Services-1.7%
Fiserv, Inc.(a) 2,650,000 112,095,000
--------------
Semi-Conductor Components-0.5%
Maxim Integrated Products, Inc. 897,600 33,570,240
--------------
Software-6.7%
Microsoft Corp. 12,846,000 325,003,800
Oracle Corp.(a) 4,947,600 57,194,256
Symantec Corp.(a) 3,163,000 59,401,140
--------------
441,599,196
--------------
646,019,196
--------------
CONSUMER STAPLES-9.5%
Cosmetics-2.6%
Avon Products, Inc. 3,535,100 141,686,808
The Estee Lauder Cos., Inc. Cl.A* 789,600 30,328,536
--------------
172,015,344
--------------
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 9
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Food-0.2%
Dean Foods Co.(a)* 408,000 $ 14,018,880
--------------
Household Products-1.9%
The Procter & Gamble Co.* 2,242,400 121,425,960
--------------
Tobacco-4.1%
Altria Group, Inc.* 3,250,000 211,217,500
Loews Corp.-Carolina Group* 1,811,600 57,065,400
--------------
268,282,900
--------------
Miscellaneous-0.7%
Fortune Brands, Inc.* 563,400 47,652,372
--------------
623,395,456
--------------
HEALTH CARE-9.3%
Biotechnology-0.3%
Applera Corp. - Applied Biosystems Group* 1,037,100 21,986,520
--------------
Drugs-2.3%
Eli Lilly & Co. 963,900 56,359,233
Forest Laboratories, Inc.(a)* 942,400 33,624,832
Pfizer, Inc. 2,284,000 62,056,280
--------------
152,040,345
--------------
Medical Products-2.9%
Beckman Coulter, Inc.* 375,000 25,016,250
Boston Scientific Corp.(a) 5,557,600 164,393,808
--------------
189,410,058
--------------
Medical Services-3.8%
Caremark Rx, Inc.(a) 498,800 19,976,940
Health Management Associates, Inc. Cl.A* 2,150,000 53,169,500
UnitedHealth Group, Inc. 550,000 51,980,500
WellPoint, Inc.(a) 975,000 124,556,250
--------------
249,683,190
--------------
613,120,113
--------------
CAPITAL GOODS-8.1%
Electrical Equipment-1.6%
Emerson Electric Co. 890,300 55,795,101
Johnson Controls, Inc. 900,000 49,383,000
--------------
105,178,101
--------------
Machinery-0.7%
Deere & Co. 187,100 11,701,234
Ingersoll-Rand Co. Cl.A (Bermuda) 458,500 35,244,895
--------------
46,946,129
--------------
Miscellaneous-5.8%
General Electric Co. 8,941,100 323,667,820
United Technologies Corp. 550,000 55,946,000
--------------
379,613,820
--------------
531,738,050
--------------
_______________________________________________________________________________
10 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Shares or
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
UTILITIES-6.6%
Electric & Gas Utility-2.6%
Entergy Corp.* 654,400 $ 47,967,520
Exelon Corp. 983,200 48,668,400
PPL Corp. 870,200 47,217,052
Sempra Energy* 582,500 23,521,350
--------------
167,374,322
--------------
Telephone Utility-4.0%
BellSouth Corp.* 2,338,700 61,952,163
SBC Communications, Inc. 3,807,500 90,618,500
Sprint Corp. (FON Group)* 2,250,000 50,085,000
Verizon Communications, Inc. 1,739,000 62,256,200
--------------
264,911,863
--------------
432,286,185
--------------
BASIC INDUSTRY-2.5%
Chemicals-2.5%
Air Products & Chemicals, Inc. 1,768,600 103,869,878
E.I. du Pont de Nemours & Co. 1,250,000 58,887,500
--------------
162,757,378
--------------
TRANSPORTATION-2.0%
Railroad-2.0%
Burlington Northern Santa Fe Corp. 600,000 28,950,000
Union Pacific Corp.* 1,566,100 100,120,773
--------------
129,070,773
--------------
Multi-Industry Companies-0.9%
3M Co. 350,000 26,764,500
Danaher Corp. 598,300 30,291,929
--------------
57,056,429
--------------
Consumer Manufacturing-0.8%
Building & Related-0.8%
American Standard Cos., Inc. 1,199,900 53,647,529
--------------
AEROSPACE & DEFENSE-0.3%
Aerospace-0.3%
General Dynamics Corp. 225,000 23,636,250
--------------
Total Common Stocks
(cost $5,792,093,436) 6,559,392,610
--------------
SHORT-TERM INVESTMENT-1.4%
Time Deposit-1.4%
State Street Euro Dollar
2.10%, 5/02/05
(cost $89,816,000) $ 89,816 89,816,000
--------------
Total Investment Before Security Lending
Collateral-101.0%
(cost $5,881,909,436) 6,649,208,610
--------------
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 11
Shares U.S. $ Value
- -------------------------------------------------------------------------------
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED-7.0%
Short-Term Investment-7.0%
UBS Private Money Market Fund, LLC, 2.81%
(cost $460,925,150) 460,925,150 $ 460,925,150
--------------
Total Investments-108.0%
(cost $6,342,834,586) 7,110,133,760
Other assets less liabilities-(8.0%) (524,978,368)
--------------
Net Assets-100% $6,585,155,392
==============
* Represents entire or partial securities out on loan. See Note E for
securities lending information.
(a) Non-income producing security.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
_______________________________________________________________________________
12 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
STATEMENT OF ASSETS & LIABILITIES
April 30, 2005 (unaudited)
ASSETS
Investments in securities, at value (cost $6,342,834,586-
including investments of cash collateral for securites
loaned of $460,925,150) $ 7,110,133,760(a)
Cash 622
Receivable for investment securities sold 49,793,547
Dividends and interest receivable 9,351,911
Receivable for capital stock sold 11,518,226
Prepaid Expenses 958,451
---------------
Total assets 7,181,756,517
---------------
LIABILITIES
Payable for collateral on securities loaned 460,925,150
Payable for investment securities purchased 106,029,921
Payable for capital stock redeemed 25,129,923
Advisory fee payable 2,698,195
Transfer Agent fee payable 658,067
Distribution fee payable 673,993
Administrative fee payable 4,765
Accrued expenses and other liabilities 481,111
---------------
Total liabilities 596,601,125
---------------
Net Assets $ 6,585,155,392
===============
COMPOSITION OF NET ASSETS
Capital stock, at par $ 18,389,739
Additional paid-in capital 6,748,658,587
Undistributed net investment income 17,947,452
Accumulated net realized loss on investment
transactions (967,139,560)
Net unrealized appreciation of investments 767,299,174
---------------
$ 6,585,155,392
===============
CALCULATION OF MAXIMUM OFFERING PRICE PER SHARE
Net Asset Value and:
-------------------- Maximum
Shares Offering Redemption Offering
Class Net Assets Outstanding Price Price Price*
- ------------------------------------------------------------------------
A $ 2,731,584,072 757,935,455 -- $ 3.60 $ 3.76
B $ 1,994,999,102 563,142,363 $ 3.54 -- --
C $ 757,545,240 213,287,444 $ 3.55 -- --
Advisor $ 1,100,865,607 304,563,848 $ 3.61 $ 3.61 --
R $ 142,264 39,516 $ 3.60 $ 3.60 --
K $ 9,589 2,657 $ 3.61 $ 3.61 --
I $ 9,518 2,639 $ 3.61 $ 3.61 --
* The maximum offering price per share for Class A shares includes a sales
charge of 4.25%.
(a) Includes securities on loan with a value of $448,079,385 (see Note E).
See notes to financial statements.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 13
STATEMENT OF OPERATIONS
Six Months Ended April 30, 2005 (unaudited)
INVESTMENT INCOME
Dividends (net of foreign taxes
withheld of $199,204) $ 90,477,811
Interest 1,369,559 $ 91,847,370
------------
EXPENSES
Advisory fee 16,622,944
Distribution fee--Class A 4,096,422
Distribution fee--Class B 10,984,644
Distribution fee--Class C 4,129,211
Distribution fee--Class R 363
Distribution fee--Class K 4
Transfer agency 7,170,703
Printing 529,118
Custodian 290,262
Registration 85,825
Administrative 37,000
Audit 30,733
Legal 27,543
Directors' fees 7,942
Miscellaneous 165,083
------------
Total expenses 44,177,797
Less: expense offset arrangement
(see Note B) (20,245)
------------
Net expenses 44,157,552
-------------
Net investment income 47,689,818
-------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENT TRANSACTIONS
Net realized gain on
investment transactions 530,322,628
Net change in unrealized
appreciation/depreciation
of investments (286,094,644)
-------------
Net gain on investment transactions 244,227,984
-------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS $ 291,917,802
=============
See notes to financial statements
_______________________________________________________________________________
14 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
Six Months
Ended Year Ended
April 30, 2005 October 31,
(unaudited) 2004
--------------- ---------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment income $ 47,689,818 $ 40,751,613
Net realized gain on investment
transactions 530,322,628 474,985,201
Net change in unrealized
appreciation/depreciation
of investments (286,094,644) 286,505,925
--------------- ---------------
Net increase in net assets
from operations 291,917,802 802,242,739
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM
Net investment income
Class A (15,823,255) (25,567,703)
Class B (4,834,738) (2,385,391)
Class C (1,811,072) (1,085,891)
Advisor Class (7,272,607) (11,712,535)
Class R (631) (281)
Class K (29) -0-
Class I (34) -0-
Net realized gain in investment transactions
Class A -0- (9,664,127)
Class B -0- (9,250,589)
Class C -0- (3,270,362)
Advisor Class -0- (2,736,838)
Class R -0- (190)
CAPITAL STOCK TRANSACTIONS
Net decrease (692,780,300) (1,248,336,658)
--------------- ---------------
Total decrease (430,604,864) (511,767,826)
NET ASSETS
Beginning of period 7,015,760,256 7,527,528,082
--------------- ---------------
End of period, (including undistributed
net investment income of
$17,947,452 and $0, respectively) $ 6,585,155,392 $ 7,015,760,256
=============== ===============
See notes to financial statements
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 15
NOTES TO FINANCIAL STATEMENTS
April 30, 2005 (unaudited)
NOTE A
SIGNIFICANT ACCOUNTING POLICIES
AllianceBernstein Growth and Income 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.
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 each class bears
different distribution expenses and 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. Additional information about some of the items discussed
in these Notes to Financial Statements is contained in the Fund's Statement of
Additional Information, which is available upon request. 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 exchange 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 not listed on an exchange but traded on The
NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ
Official Closing Price; listed put or
_______________________________________________________________________________
16 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
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") (but excluding securities traded on NASDAQ)
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, Alliance Capital Management, L.P. (the "Adviser") 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.
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. 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.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 17
3. 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 trade date the securities are purchased
or sold. Investment gains and losses are determined on the identified cost
basis. The Fund accretes discounts as adjustments to interest income.
4. Income and Expenses
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 that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A, Class R, Class K, Class I and Advisor Class shares. Advisor Class
shares have no distribution fees.
5. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
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
ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Until September 6, 2004, under the terms of an investment advisory agreement,
the Fund paid the Adviser an advisory fee at an annual rate of .625% of the
first $5 billion, .60% of the excess over $5 billion up to $7.5 billion, .575%
of the excess over $7.5 billion up to $10 billion and .55% of the excess over
$10 billion of the Fund's average daily net assets. Effective September 7,
2004, the terms of the investment advisory agreement were amended so that the
advisory fee was reduced to an annual rate of .55% of the first $2.5 billion,
..45% of the next $2.5 billion and .40% in excess of $5 billion, of the Fund's
average daily net assets. The fee is accrued daily and paid monthly.
Effective January 1, 2004 through September 6, 2004, in contemplation of the
final agreement with the Office of New York Attorney General ("NYAG"), the
Adviser began waiving a portion of its advisory fee so as to charge the Fund at
the reduced annual rate discussed above. For a more complete discussion of the
Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
_______________________________________________________________________________
18 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Pursuant to the advisory agreement, the Fund paid $37,000 to the Adviser
representing the cost of certain legal and accounting services provided to the
Fund by the Adviser for the six months ended April 30, 2005.
The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $3,825,623 for the six months ended April
30, 2005.
For the six months ended April 30, 2005, the Fund's expenses were reduced by
$20,245 under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc., (the
"Distributor"), a wholly-owned subsidiary of the Adviser, serves as the
distributor of the Fund's shares. The Distributor has advised the Fund that it
has retained front-end sales charges of $34,372 from the sale of Class A shares
and received $205, $1,291,433 and $38,576 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 April 30, 2005.
Brokerage commissions paid on investment transactions for the six months ended
April 30, 2005 amounted to $5,077,017, of which $845,899 and $0, respectively,
was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited,
affiliates of the Adviser.
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 Portfolio's average daily net assets
attributable to Class B and Class C shares, .50% of the Fund's average daily
net assets attributable to Class R shares and .25% of the 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 Agreement provides that the Distributor will use such
payments in their entirety for distribution assistance and promotional
activities. The Distributor has advised the Fund that it has incurred expenses
in excess of the distribution costs reimbursed by the Fund in the amount of
$52,164,554, $9,300,200, $1,183 and $-0- for Class B, Class C, Class R and
Class K shares, respectively; such costs may be recovered from the Fund in
future periods so long as the Agreement is in effect. In accordance with the
Agreement, there is no provision for recovery of unreim-
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 19
bursed distribution costs incurred by the Distributor beyond the current fiscal
year for Class A shares. The Agreement also provides that the Adviser may use
its own resources to finance the distribution of the Fund's shares.
NOTE D
INVESTMENT TRANSACTIONS
Purchases and sales of investment securities (excluding short-term investments)
for the six months ended April 30, 2005, were as follows:
Purchases Sales
=============== ===============
Investment securities (excluding
U.S. government securities) $ 2,181,706,579 $ 2,666,394,007
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 $ 1,010,309,297
Gross unrealized depreciation (243,010,123)
---------------
Net unrealized appreciation $ 767,299,174
===============
1. Option Transactions
For hedging purposes, the Fund may purchase and write (sell) put and call
options on U.S. and foreign government securities and foreign currencies that
are traded on U.S. and foreign securities exchanges and over-the-counter
markets.
The risk associated with purchasing an option is that the Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk
of loss of premium and change in market value should the counterparty not
perform under the contract. Put and call options purchased are accounted for in
the same manner as portfolio securities. The cost of securities acquired
through the exercise of call options is increased by premiums paid. The
proceeds from securities sold through the exercise of put options are decreased
by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from written options which expire unexercised
are recorded by the Fund on the expiration date as realized gains from options
written. The difference between the premium received and the amount paid on
effecting a closing purchase transaction, including brokerage commissions, is
also treated as a realized gain, or if the premium received is less than the
amount paid for the closing purchase transaction, as a realized loss. If a call
_______________________________________________________________________________
20 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
option is exercised, the premium received is added to the proceeds from the
sale of the underlying security or currency in determining whether the Fund has
realized a gain or loss. If a put option is exercised, the premium received
reduces the cost basis of the security or currency purchased by the Fund. In
writing an option, the Fund bears the market risk of an unfavorable change in
the price of the security or currency underlying the written option. Exercise
of an option written by the Fund could result in the Fund selling or buying a
security or currency at a price different from the current market value.
NOTE E
SECURITIES LENDING
The Fund has entered into a securities lending agreement with UBSWarburg 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. 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 invest the cash
collateral received in an eligible money market vehicle in accordance with the
investment restriction of the Fund. The Lending Agent will indemnify the Fund
for any losses resulting from a borrower's failure to return a loaned security
when due. As of April 30, 2005, the Fund had loaned securities with a value of
$448,079,385 and received cash colateral which was invested in a money market
fund at $460,925,150 as included in the accompanying portfolio of investments.
For the six months ended April 30, 2005, the Fund earned fee income of $20,715
which is included in interest income in the accompanying statement of
operations.
NOTE F
CAPITAL STOCK
There are 21,000,000,000 shares of $0.01 par value capital stock authorized,
divided into seven classes, designated Class A, Class B, Class C, Advisor
Class,
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 21
Class R, Class K and Class I shares. Each class consists of 3,000,000,000
authorized shares. Transactions in capital stock were as follows:
Shares Amount
------------------------------ ---------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
April 30, 2005 October 31, April 30, 2005 October 31,
(unaudited) 2004 (unaudited) 2004
- -------------------------------------------------------------------------------
Class A
Shares sold 54,229,203 153,412,094 $ 199,995,335 $ 521,837,415
Shares issued in
reinvestment of
dividends and
distributions 3,585,877 8,605,483 13,234,714 29,373,820
Shares converted
from Class B 11,034,383 18,517,837 40,691,236 67,646,244
Shares redeemed (141,811,597) (301,609,429) (525,455,678) (1,021,529,807)
Net decrease (72,962,134) (121,074,015) $ (271,534,393) $ (402,672,328)
Class B
Shares sold 13,616,904 44,172,973 $ 49,363,114 $ 148,272,127
Shares issued in
reinvestment of
dividends and
distributions 1,068,427 2,689,566 3,879,287 9,036,857
Shares converted
to Class A (11,228,022) (19,599,471) (40,691,236) (67,646,244)
Shares redeemed (88,175,583) (202,334,322) (319,545,168) (674,882,211)
Net decrease (84,718,274) (175,071,254) $ (306,994,003) $ (585,219,471)
Class C
Shares sold 6,197,519 20,355,795 $ 22,539,031 $ 68,449,212
Shares issued in
reinvestment of
dividends and
distributions 349,620 890,961 1,272,925 3,000,193
Shares redeemed (36,702,575) (91,108,413) (133,308,785) (304,621,318)
Net decrease (30,155,436) (69,861,657) $ (109,496,829) $ (233,171,913)
Advisor Class
Shares sold 32,879,053 67,113,091 $ 121,751,902 $ 230,153,294
Shares issued in
reinvestment of
dividends and
distributions 1,586,290 3,266,293 5,868,702 11,190,030
Shares redeemed (35,793,119) (78,912,981) (132,386,391) (268,762,799)
Net decrease (1,327,776) (8,533,597) $ (4,765,787) $ (27,419,475)
_______________________________________________________________________________
22 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Shares Amount
------------------------------ ---------------------------------
November 3, November 3,
Six Months Ended 2003(a) to Six Months Ended 2003(a) to
April 30, 2005 October 31, April 30, 2005 October 31,
(unaudited) 2004 (unaudited) 2004
- -------------------------------------------------------------------------------
Class R
Shares sold 1,798 45,234 $ 6,577 $ 156,824
Shares issued in
reinvestment of
dividends and
distributions 171 122 631 420
Shares redeemed (4,630) (3,179) (16,568) (10,715)
Net increase
(decrease) (2,661) 42,177 $ (9,360) $ 146,529
March 1, March 1,
2005(a) to 2005(a) to
April 30, 2005 April 30, 2005
(unaudited) (unaudited)
- --------------------------------------------------------------------------------
Class K
Shares sold 2,657 $ 10,072
Net increase 2,657 $ 10,072
Class I
Shares sold 2,639 $ 10,000
Net increase 2,639 $ 10,000
(a) Commencement of distributions.
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
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.
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 indemnifications provisions and
expects the risk of loss thereunder to be remote.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 23
NOTE H
JOINT CREDIT FACILITY
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $500 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 expense in the statement of operations. The Fund did not utilize
the Facility during the six months ended April 30, 2005.
NOTE I
DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions to be paid for the year ending October 31,
2005 will be determined at the end of the current fiscal year. The tax
character of distributions paid during the fiscal years ended October 31, 2004
and October 31, 2003 were as follows:
2004 2003
------------- -------------
Distributions paid from:
Ordinary income $ 65,673,907 $ 42,112,958
------------- -------------
Total taxable distributions 65,673,907 42,112,958
Tax return of capital 0 30,221,660
------------- -------------
Total distributions paid $ 65,673,907 $ 72,334,618
============= =============
As of October 31, 2004, the components of accumulated earnings/(deficit) on a
tax basis were as follows:
Accumulated capital and other losses $ (1,493,053,118)(a)
Unrealized appreciation/(depreciation) 1,048,984,748(b)
----------------
Total accumulated earnings/(deficit) $ (444,068,370)
================
(a) On October 31, 2004, the Fund had a net capital loss carryforward of
$1,493,053,118, of which $910,043,172 expires in the year 2010 and $583,009,946
expires in the year 2011. Future realized gains offset by the loss
carryforwards are not required to be distributed to shareholders. However,
under the Fund's distribution policy, such gains may be distributed to
shareholders in the year the gains are realized. Any such gains distributed may
be taxable to shareholders. During the fiscal year, the Fund utilized capital
loss carryforwards of $432,842,674.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
NOTE J
LEGAL PROCEEDINGS
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the NYAG have been investigating practices in the mutual
fund industry identified as "market timing" and "late trading" of mutual fund
shares. Certain other regulatory authorities have also been conducting in-
_______________________________________________________________________________
24 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
vestigations into these practices within the industry and have requested that
the Adviser provide information to them. The Adviser has been cooperating and
will continue to cooperate with all of these authorities.
On December 18, 2003, the Adviser confirmed that it had reached terms with the
SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the SEC is reflected in an Order of the
Commission ("SEC Order"). The agreement with the NYAG is memorialized in an
Assurrance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:
(i) The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the adverse
effects of market timing attributable to market timing relationships described
in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be
paid, in order of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii) a proportionate
share of advisory fees paid by such fund during the period of such market
timing;
(ii) The Adviser agreed to reduce the advisory fees it receives from some
of the AllianceBernstein long-term, open-end retail funds until December 31,
2008; and
(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Adviser's registered investment company clients, including
the Fund, will introduce governance and compliance changes.
In anticipation of final, definitive documentation of the NYAG Order and
effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee. On September 7, 2004 the Fund's investment advisory agreement was amended
to reflect the reduced advisory fee. For more information on this waiver and
amendment to the Fund's investment advisory agreement, please see "Advisory Fee
and Other Transactions with Affiliates" above.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the Adviser's Board, is continuing to direct and oversee an internal
investigation and a comprehensive review of the facts and circumstances
relevant to the SEC's and the NYAG's investigations.
In addition, the Independent Directors of the Fund ("the Independent
Directors") have initiated an investigation of the above-mentioned matters
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 25
with the advice of an independent economic consultant and independent counsel.
The Independent Directors have formed a special committee to supervise the
investigation.
On October 2, 2003, a putative class action complaint entitled HINDO ET AL. V.
ALLIANCEBERNSTEIN GROWTH & INCOME FUND ET AL. (the "Hindo Complaint") was filed
against the Adviser; Alliance Capital Management Holding L.P.; Alliance Capital
Management Corporation; AXA Financial, Inc.; certain of the AllianceBernstein
Mutual Funds, including the Fund; Gerald Malone; Charles Schaffran
(collectively, the "Alliance Capital defendants"); and certain other defendants
not affiliated with the Adviser. 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 Mutual Funds. The Hindo Complaint
alleges that certain of the Alliance Capital 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.
Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed against the Adviser and
certain other defendants, some of which name the Fund as a defendant. All of
these lawsuits seek an unspecified amount of damages. The lawsuits are now
pending in the United States District Court for the District of Maryland
pursuant to a ruling by the Judicial Panel on Multidistrict Litigation
transferring and centralizing all of the mutual fund cases involving market and
late trading in the District of Maryland.
As a result of the matters discussed above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. 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.
The Adviser and approximately twelve other investment management firms were
publicly mentioned in connection with the settlement by the SEC of charges that
an unaffiliated broker/dealer violated federal securities laws relating to its
receipt of compensation for selling specific mutual funds and the disclosure of
such compensation. The SEC indicated publicly that, among other things, it was
considering enforcement action in connection with mutual funds' disclosure of
such arrangements and in connection with the practice of considering mutual
fund sales in the direction of brokerage commissions from fund portfolio
transactions.
_______________________________________________________________________________
26 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
The SEC issued subpoenas to the Adviser, and the NASD issued requests for
information in connection with this matter and the Adviser provided documents
and other information to the SEC and NASD and cooperated fully with the
investigations. On June 8, 2005 the NASD announced that it had reached a
settlement with the Distributor in connection with this matter. Management of
the Adviser expects that the settlement has resolved both regulatory inquires
described above.
On June 22, 2004, a purported class action complaint entitled AUCOIN, ET AL. V.
ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("Aucoin Complaint") was filed against
the Adviser, Alliance Capital Management Holding L.P., Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Aucoin Complaint was filed in the United States District Court
for the Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other
things, (i) that certain of the defendants improperly authorized the payment of
excessive commissions and other fees from fund assets to broker-dealers in
exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants. The
Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and
48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to
such contracts, an accounting of all fund-related fees, commissions and soft
dollar payments, and restitution of all unlawfully or discriminatorily obtained
fees and expenses.
Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed.
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the Fund's shares or
other adverse consequences to the Fund. 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 Fund.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 27
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
------------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2005 ---------------------------------------------------------------
(unaudited) 2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, beginning of period $3.48 $3.15 $2.60 $3.42 $4.07 $3.70
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a) .03 .03(b) .03 .03 .02 .04
Net realized and unrealized gain (loss)
on investment transactions .10 .34 .56 (.71) (.39) .54
Net increase (decrease) in net
asset value from operations .13 .37 .59 (.68) (.37) .58
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net
investment income (.01) (.03) (.02) (.02) (.04) (.04)
Tax return of capital -0- -0- (.02) (.02) -0- -0-
Distributions from net realized
gain on investment transactions -0- (.01) -0- (.10) (.24) (.17)
Total dividends and distributions (.01) (.04) (.04) (.14) (.28) (.21)
Net asset value, end of period $3.60 $3.48 $3.15 $2.60 $3.42 $4.07
TOTAL RETURN
Total investment return based
on net asset value(c) 4.01% 11.77% 22.89% (20.89)% (9.49)% 16.76%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $2,731,584 $2,893,373 $3,003,001 $2,553,700 $2,914,367 $2,128,381
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements .98%(e) 1.02% 1.22% 1.14% 1.09% .91%
Expenses, before waivers/
reimbursements .98%(e) 1.13% 1.22% 1.14% 1.09% .91%
Net investment income 1.62%(e) .85%(b) .94% .83% .64% .96%
Portfolio turnover rate 32% 48% 43% 75% 67% 53%
See footnote summary on page 34.
_______________________________________________________________________________
28 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
------------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2005 ---------------------------------------------------------------
(unaudited) 2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, beginning of period $3.42 $3.11 $2.56 $3.37 $4.02 $3.66
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a) .02 -0-(b)(d) .01 -0-(d) -0-(d) .01
Net realized and unrealized
gain (loss) on investment
transactions .10 .33 .56 (.69) (.39) .54
Net increase (decrease) in net
asset value from operations .12 .33 .57 (.69) (.39) .55
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net
investment income -0-(d) (.01) (.01) (.01) (.02) (.02)
Tax return of capital -0- -0- (.01) (.01) -0- -0-
Distributions from net realized
gain on investment transactions -0- (.01) -0- (.10) (.24) (.17)
Total dividends and distributions -0- (.02) (.02) (.12) (.26) (.19)
Net asset value, end of period $3.54 $3.42 $3.11 $2.56 $3.37 $4.02
TOTAL RETURN
Total investment return based
on net asset value(c) 3.74% 10.49% 22.19% (21.52)% (10.22)% 15.93%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $1,994,999 $2,218,606 $2,555,235 $2,484,499 $3,360,119 $2,567,250
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.72%(e) 1.77% 1.97% 1.88% 1.84% 1.67%
Expenses, before waivers/
reimbursements 1.72%(e) 1.88% 1.97% 1.88% 1.84% 1.67%
Net investment income (loss) .89%(e) .10%(b) .19% .07% (.11)% .20%
Portfolio turnover rate 32% 48% 43% 75% 67% 53%
See footnote summary on page 34.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 29
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
------------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2005 ---------------------------------------------------------------
(unaudited) 2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, beginning of period $3.43 $3.11 $2.57 $3.37 $4.02 $3.66
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a) .02 -0-(b)(d) .01 -0-(d) -0-(d) .01
Net realized and unrealized
gain (loss) on investment
transactions .10 .34 .55 (.68) (.39) .54
Net increase (decrease) in net
asset value from operations .12 .34 .56 (.68) (.39) .55
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net
investment income -0-(d) (.01) (.01) (.01) (.02) (.02)
Tax return of capital -0- -0- (.01) (.01) -0- -0-
Distributions from net realized
gain on investment transactions -0- (.01) -0- (.10) (.24) (.17)
Total dividends and distributions -0- (.02) (.02) (.12) (.26) (.19)
Net asset value, end of period $3.55 $3.43 $3.11 $2.57 $3.37 $4.02
TOTAL RETURN
Total investment return based
on net asset value(c) 3.73% 10.82% 21.71% (21.21)% (10.23)% 15.91%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $757,545 $835,755 $975,038 $960,176 $1,233,033 $825,572
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.71%(e) 1.75% 1.95% 1.86% 1.83% 1.66%
Expenses, before waivers/
reimbursements 1.71%(e) 1.86% 1.95% 1.86% 1.83% 1.66%
Net investment income (loss) .90%(e) .12%(b) .21% .09% (.10)% .21%
Portfolio turnover rate 32% 48% 43% 75% 67% 53%
See footnote summary on page 34.
_______________________________________________________________________________
30 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Advisor Class
------------------------------------------------------------------------------
Six Months
Ended
April 30, Year Ended October 31,
2005 ---------------------------------------------------------------
(unaudited) 2004 2003 2002 2001 2000
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, beginning of period $3.49 $3.16 $2.61 $3.43 $4.08 $3.71
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a) .03 .04(b) .04 .04 .03 .05
Net realized and unrealized
gain (loss) on investment
transactions .10 .34 .56 (.71) (.39) .54
Net increase (decrease) in net
asset value from operations .13 .38 .60 (.67) (.36) .59
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net
investment income (.01) (.04) (.03) (.02) (.05) (.05)
Tax return of capital -0- -0- (.02) (.03) -0- -0-
Distributions from net realized
gain on investment transactions -0- (.01) -0- (.10) (.24) (.17)
Total dividends and distributions (.01) (.05) (.05) (.15) (.29) (.22)
Net asset value, end of period $3.61 $3.49 $3.16 $2.61 $3.43 $4.08
TOTAL RETURN
Total investment return based
on net asset value(b) 4.11% 12.00% 23.15% (20.62)% (9.27)% 16.98%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $1,100,866 $1,067,879 $994,254 $681,620 $700,348 $185,754
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements .70%(e) .73% .94% .86% .84% .65%
Expenses, before waivers/
reimbursements .70%(e) .84% .94% .86% .84% .65%
Net investment income 1.88%(e) 1.13%(b) 1.22% 1.10% .87% 1.21%
Portfolio turnover rate 32% 48% 43% 75% 67% 53%
See footnote summary on page 34.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 31
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class R
-------------------------
Six Months
Ended November 3,
April 30, 2003(f) to
2005 October 31
(unaudited) 2004
------------ ------------
Net asset value, beginning of period $3.49 $3.17
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a) .02 .02(b)
Net realized and unrealized gain
on investment transactions .10 .32
Net increase in net asset
value from operations .12 .34
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (.01) (.02)
Distributions from net realized gain
on investment transactions -0- (.01)
Total dividends and distributions (.01) (.03)
Net asset value, end of period $3.60 $3.48
TOTAL RETURN
Total investment return based on
net asset value(c) 3.90% 10.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $142 $147
Ratio to average net assets of:
Expenses, net of waivers/
reimbursements 1.22%(e) 1.16%(e)
Expenses, before waivers/
reimbursements 1.22%(e) 1.27%(e)
Net investment income 1.33%(e) .67%(e)
Portfolio turnover rate 32% 48%(b)
See footnote summary on page 34.
_______________________________________________________________________________
32 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout The Period
Class K
------------
March 1,
2005(f) to
April 30,
2005
(unaudited)
-----------
Net asset value, beginning of period $3.79
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a) .02
Net realized and unrealized loss
on investment transactions (.19)
Net increase in net asset
value from operations (.17)
LESS: DIVIDENDS
Dividends from net investment income (.01)
Total dividends (.01)
Net asset value, end of period $3.61
TOTAL RETURN
Total investment return based
on net asset value(c) (4.46)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $10
Ratio to average net assets of:
Expenses .77%(e)
Net investment income .85%(e)
Portfolio turnover rate 32%
See footnote summary on page 34.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 33
Selected Data For A Share Of Capital Stock Outstanding Throughout The Period
Class I
-----------
March 1,
2005(f) to
April 30,
2005
(unaudited)
-----------
Net asset value, beginning of period $3.79
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a) .02
Net realized and unrealized loss
on investment transactions (.19)
Net increase in net asset
value from operations (.17)
LESS: DIVIDENDS
Dividends from net investment income (.01)
Total dividends (.01)
Net asset value, end of period $3.61
TOTAL RETURN
Total investment return based
on net asset value(c) (4.41)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's omitted) $10
Ratio to average net assets of:
Expenses .58%(e)
Net investment income 1.05%(e)
Portfolio turnover rate 32%
(a) Based on average shares outstanding.
(b) Net of expenses waived by the Adviser and the Transfer Agent.
(c) 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.
(d) Amouunt is less than $.005.
(e) Annualized.
(f) Commencement of distributions.
_______________________________________________________________________________
34 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Michael J. Downey(1)
OFFICERS(2)
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Frank V. Caruso, Senior Vice President
Paul C. Rissman, Senior Vice President
Craig Ayers, Vice President
Thomas J. Bardong, Vice President
Aryeh Glatter, Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
(1) Member of the Audit Committee, Governance and Nominating Committee and the
Independent Directors Committee.
(2) The management of and investment decisions for the Fund are made by the
Adviser's Relative Value Investment Team. While the members of the team work
jointly to determine the investment strategy, including security selection, for
the Funds, Mr. Frank Caruso, CIO of the Adviser's Relative Value Investment
Team, is primarily responsible for the day-to-day management of the Fund.
_______________________________________________________________________________
ALLIANCEBERNSTEIN GROWTH & INCOME FUND 35
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
Mid-Cap Growth Fund
Large Cap Growth Fund*
Small Cap Growth Portfolio
Global & International
Global Health Care Fund*
Global Research Growth Fund
Global Technology Fund*
Greater China '97 Fund
International Growth Fund*
International Research Growth Fund*
Value Funds
- -------------------------------------------------------------------------------
Domestic
Balanced Shares
Focused Growth & Income Fund*
Growth & Income Fund
Real Estate Investment Fund
Small/Mid-Cap Value Fund*
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
Taxable Bond Funds
- -------------------------------------------------------------------------------
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
Municipal Bond Funds
- -------------------------------------------------------------------------------
National
Insured National
Arizona
California
Insured 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
- -------------------------------------------------------------------------------
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current
prospectus. You should read the prospectus carefully before you invest.
* Prior to December 15, 2004, these Funds were named as follows: Global
Health Care Fund was Health Care Fund; Large Cap Growth Fund was Premier Growth
Fund; Global Technology Fund was Technology Fund; and Focused Growth & Income
Fund was Disciplined Value Fund. Prior to February 1, 2005, Small/Mid-Cap Value
Fund was named Small Cap Value Fund. Prior to May 16, 2005, International
Growth Fund was named Worldwide Privatization Fund and International Research
Growth Fund was named International Premier Growth Fund. On June 24, 2005,
All-Asia Investment Fund merged into International Research GrowthFund. On July
8, 2005, New Europe Fund will merge into International Research Growth Fund.
** 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.
_______________________________________________________________________________
36 ALLIANCEBERNSTEIN GROWTH & INCOME FUND
ALLIANCEBERNSTEIN GROWTH & INCOME FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
GTHSR0405
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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the Registrant.
ITEM 9. 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 10. 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-2(c) under the Investment Company Act of 1940, as
amended) are effective at the reasonable assurance level based on their
evaluation of these controls and procedures as of a date within 90 days of the
filing date of this document.
(b) There were no significant changes in the registrant?s internal controls
over financial reporting during the second fiscal quarter of the period that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 11. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- -------------------------------------------------
11 (b) (1) Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
11 (b) (2) Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
11 (c) Certification of Principal Executive Officer
and Principal Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
<page>
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 Growth and Income Fund, Inc.
By: /s/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: June 29, 2005
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/ Marc O. Mayer
-----------------
Marc O. Mayer
President
Date: June 29, 2005
By: /s/ Mark D. Gersten
--------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: June 29, 2005