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: 811-05555

                         SANFORD C. BERNSTEIN 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: September 30, 2006

                    Date of reporting period: March 31, 2006



ITEM 1. REPORTS TO STOCKHOLDERS.


                                        2



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                         SANFORD C. BERNSTEIN FUND, INC.
                                       AND
                       SANFORD C. BERNSTEIN FUND II, INC.
                     --------------------------------------

                                                    SEMIANNUAL REPORT
                                                       MARCH 31, 2006

                                 Fixed-Income &
                                                 International Equity
                                                 Investments



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Table of Contents

Portfolio Manager Commentaries ............................................    1

Historical Performance ....................................................    8

Mountain Charts ...........................................................   11

Fund Expenses .............................................................   13

Portfolio Summaries .......................................................   14

Statements of Assets and Liabilities ......................................   18

Statements of Operations ..................................................   26

Statements of Changes in Net Assets .......................................   30

Financial Highlights ......................................................   38

Notes to Financial Statements .............................................   52

Other .....................................................................   77

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Before investing in any portfolio of the Sanford C. Bernstein Fund, Inc. or the
Sanford C. Bernstein Fund II, Inc., a prospective investor should consider
carefully the portfolio's investment objectives and policies, charges, expenses
and risks. These and other matters of importance to prospective investors are
contained in the Funds' prospectus, an additional copy of which may be obtained
by visiting our website at www.bernstein.com and clicking on OProspectusesO at
the bottom of any screen or by calling your financial adviser or by calling
Bernstein's mutual fund shareholder help line at (212) 756-4097. Please read the
prospectus carefully before investing.

For performance information current to the most recent month-end, please visit
our website at www.bernstein.com and click on "Updated Fund Performance" at the
bottom of any screen.

This shareholder report must be preceded or accompanied by the Sanford C.
Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. prospectuses for
individuals who are not shareholders of the Funds.

You may obtain a description of the Funds' proxy voting policies and procedures,
without charge. Simply visit our website at www.bernstein.com or go to the
Securities and Exchange Commission's (the "Commission") website at www.sec.gov
or call Bernstein at (212) 756-4097.

Each Fund will file its complete schedule of portfolio holdings with the
Commission for the first and third quarters of each fiscal year on Form N-Q. The
Funds' Forms N-Q are available on the Commission's website at www.sec.gov. The
Funds' Forms N-Q may also be reviewed and copied at the Commission's Public
Reference Room in Washington, D.C.; information on the operation of the Public
Reference Room may be obtained by calling (800) SEC-0330.
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      Investment Products Offered: o Are Not FDIC Insured o May Lose Value
                            o Are Not Bank Guaranteed
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Portfolio Manager Commentaries
To Our Shareholders--May 22, 2006

This report provides management's discussion of fund performance for the 12
portfolios of the Sanford C. Bernstein Fund, Inc. and one portfolio of the
Sanford C. Bernstein Fund II, Inc., for the semi-annual reporting period ended
March 31, 2006.

Bernstein Tax-Managed International Portfolio

Investment Objective and Strategy

Bernstein Tax-Managed International Portfolio (the "Portfolio") seeks to provide
long-term capital growth through investments in equity securities of established
foreign companies constituting the Morgan Stanley Capital International Europe,
Australasia and Far East (MSCI EAFE) Index, plus Canada. Normally, approximately
50% of the value of the Portfolio will consist of international growth stocks,
and 50% of the value of the Portfolio will consist of international value
stocks. The Portfolio will be rebalanced to maintain this targeted allocation;
however, the actual weightings of securities will vary within a narrow range,
usually from 45% to 55%. The Portfolio seeks to minimize the impact of taxes on
shareholders' return.

Bernstein International Portfolio

Investment Objective and Strategy

Bernstein International Portfolio (the "Portfolio") seeks to provide long-term
capital growth through investments in equity securities of established foreign
companies constituting the Morgan Stanley Capital International Europe,
Australasia and Far East (MSCI EAFE) Index, plus Canada. Normally, approximately
50% of the value of the Portfolio will consist of international growth stocks,
and 50% of the value of the Portfolio will consist of international value
stocks. The Portfolio will be rebalanced to maintain this targeted allocation;
however, the actual weightings of securities will vary within a narrow range,
usually from 45% to 55%. The Portfolio is managed without regard to tax
considerations.

Investment Results

The table on page 10 shows performance for the Bernstein Tax-Managed
International and Bernstein International Portfolios compared with their
benchmark, the MSCI EAFE Index (cap-weighted, unhedged), for the six- and
12-month periods ended March 31, 2006.

Both Portfolios outperformed their benchmark during both the six- and 12-month
periods ended March 31, 2006. While the MSCIValue and MSCI Growth Indices had
almost identical returns over the six- and 12-month periods, the premium from
the value portion of both Portfolios was particularly large, thanks in part to
several holdings driven up by take-over bids.

For both the six- and 12-month periods under review, positive stock selection in
financials and materials drove relative performance. Stock selection in health
care and technology shares offset some of the relative gains in both periods.
The Portfolios' financials stocks rose on improved investor sentiment after the
U.S. Federal Reserve indicated that it may be through raising interest rates.
Several financial services stocks were also lifted by strong fourth quarter 2005
earnings reports. Additionally, several Japanese financials rose due to strength
in Japan's economy. Within materials, several holdings rose on strong earnings
growth and high metals prices. In addition, mergers and acquisition activity
lifted the prices of some of the Portfolios' holdings.

Portfolio negatives in the health care sector were driven by stock-specific
factors as well as threats from generic versions of key drugs. The Portfolios'
Blend Investment Policy Team (the "team") still finds the Portfolios' core
holdings attractive given their strong drug pipelines, with one company
management highlighting 10-12 drugs that reported new trial data in the first
quarter of 2006 alone. In technology, select holdings fell sharply after several
companies announced new guidance that was below analysts' expectations. However,
the team's research suggests that the companies remain well positioned due to
solid new business pipelines, low-cost manufacturing presence and positive
operating cash flow.

Market Review and Investment Strategy

Non-U.S. developed equity markets, as represented by the MSCI EAFE Index, posted
strong gains in the six- and 12-month periods ended March 31, 2006, up 13.86%
and 24.41%, respectively. The 12-month return would have been almost 10% higher
if not for the strengthening of the U.S. dollar versus most other currencies. By
contrast, the Standard & Poor's 500 Stock Index was up only 6.38% and 11.72% in
the six- and 12-month periods, respectively.


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                                                       2006 Semiannual Report  1



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Portfolio Manager Commentaries(continued from previous page)

The market's rally reflected a supportive global economic backdrop. Although
U.S. gross domestic product growth, which powered the global economy through the
first half of the decade, is widely expected to soften in 2006 as the housing
market slows, faster growth outside the U.S. is expected to more than offset
that. With more of the world's consumption, investment and profits coming from
outside the U.S., global economic growth is likely to be more balanced and
potentially more sustainable. Productivity-enhancing technological change and
globalization are keeping the lid on wage inflation, enabling central banks to
continue increasing interest rates only modestly. During the quarter, Japan's
central bank signaled the end of its ultra-loose monetary policy regime,
temporarily shaking bond and equity markets. With the world's second-largest
economy at last escaping deflation and moving toward a self-sustaining recovery,
the prospect of increases in rates seems more a cause for optimism than concern.
The favorable economic climate has helped boost corporate profitability and is
widely expected to continue to support strong earnings growth, especially
outside the U.S. The latter largely explains the recent out-performance of
non-U.S. equities.

Bernstein Emerging Markets Portfolio

Investment Objective and Strategy

Prior to May 2, 2005, the Bernstein Emerging Markets Portfolio was known as the
Bernstein Emerging Markets Value Portfolio (the "Portfolio"). The Portfolio
seeks to provide long-term capital growth through investments in equity
securities of companies in emerging-market countries. At least 80% of the
Portfolio's net assets will be invested in such companies. Under normal
circumstances, approximately 50% of the value of the Portfolio will consist of
emerging markets value stocks and 50% will consist of emerging markets growth
stocks. The Portfolio will be rebalanced as necessary to maintain this targeted
allocation. However, depending on market conditions, the actual weightings of
securities from each investment discipline may vary, normally from 45% to 55%.

The Portfolio will invest primarily in common stocks but may also invest in
preferred stocks, warrants and convertible securities of foreign issuers,
including sponsored or unsponsored ADRs and GDRs. The Portfolio may not
necessarily be diversified on a geographical basis, but may also make
investments in established foreign companies constituting the Morgan Stanley
Capital International Emerging Markets (MSCI EM) Index.

Investment Results

The table on page 10 shows performance for the Bernstein Emerging Markets
Portfolio and its benchmark, the Morgan Stanley Capital International Emerging
Markets (MSCI EM) Index, for the six- and 12-month periods ended March 31, 2006.

The Portfolio underperformed its benchmark during both the six- and 12-month
periods. Underperformance stemmed primarily from stock selection within the
technology, energy and industrial commodities sectors. In particular, steel
prices declined sharply in 2005 on fears of increased Chinese production,
depressing the share price of several of the Portfolio's steel holdings and
detracting from performance relative to the benchmark. Underexposure to Russia
was also a source of relative underperformance, as Russian shares climbed
110.62% in U.S. dollar terms during the 12-month period, as measured by the MSCI
Russia Index. This occurred largely on the strength of Russian energy companies.
Relative underperformance was softened by strong stock selection within the
financial sector, as several key holdings rallied in concert with increasing
demand for financial services, particularly in Korea, Brazil and South Africa.

Market Review and Investment Strategy

Equity markets around the world experienced strong gains in the six- and
12-month periods ending March 31, 2006, driven by optimism regarding rapid
global economic growth and continued robust corporate earnings. The emerging
markets fared particularly well, returning 20.06% and 47.45% in the six- and
12-month periods, respectively, as measured by the MSCI Emerging Markets Index
in U.S. dollar terms. Robust domestic economic fundamentals, including strong
gross domestic product growth, growing current account balances and high levels
of corporate profitability continued to instill confidence among investors in
the emerging equity markets.

Energy stocks far outpaced all other sectors over the 12-month period, propelled
by a tailwind of high oil prices. Despite being the only sector to post a
negative return in the fourth quarter of 2005 on signs of easing oil prices, the
energy sector snapped back in the first quarter of 2006. This was in response to
supply concerns stemming, in part, from the political situations in certain
oil-producing emerging markets.


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Portfolio Manager Commentaries (continued from previous page)

Gains over the 12-month period were not just concentrated in the energy sector,
however, as every sector and every country posted positive returns in U.S.
dollar terms.

Over the 12-month period ending March 31, 2006, the Portfolio's investment
opportunities were expanded to incorporate the company research and stock
selection expertise of the Emerging Markets Growth Equities team. This blended
investment strategy--utilizing the expertise of both the Alliance Emerging
Markets Growth Equities team and the Bernstein Emerging Markets Value Equities
team--allows the management team to build a portfolio with overall strong growth
potential that is also trading at attractive prices. We believe that this
structure should serve investors well by taking advantage of a far broader set
of opportunities presented in the emerging markets.

Bernstein Intermediate Duration Portfolio and Bernstein Intermediate Duration
Institutional Portfolio

Investment Objective and Strategy

Bernstein Intermediate Duration Portfolio seeks to provide safety of principal
and a moderate-to-high rate of income that is subject to taxes. Bernstein
Intermediate Duration Institutional Portfolio seeks to provide safety of
principal and a moderate-to-high rate of current income. Under normal
circumstances, both Portfolios (the "Portfolios") will seek to maintain an
average portfolio quality minimum of A, based on ratings given to the
Portfolios' securities by nationally recognized statistical rating organizations
("NRSROs"). The Portfolios may also invest up to 25% of their total assets in
fixed-income, non-U.S. dollar denominated foreign securities, and may invest
without limit in fixed-income, U.S. dollar denominated foreign securites, in
each case in developed or emerging-market countries. The Portfolios may also
invest up to 25% of their total assets in fixed-income securities rated below
investment grade (BB or below) by NRSROs (commonly known as "junk bonds"). The
Portfolios seek to maintain an effective duration of three to six years under
normal market conditions.

Investment Results

The table on page 10 shows performance for the Bernstein Intermediate Duration
and Bernstein Intermediate Duration Institutional Portfolios compared with their
benchmark, the Lehman Brothers (LB) Aggregate Bond Index, for the six- and
12-month periods ended March 31, 2006.

Both Portfolios outperformed their benchmark for both the six- and 12-month
periods ended March 31, 2006. Exposure to non-benchmark sectors, high yield,
emerging-market debt and hedged non-U.S. government holdings all contributed
positively to relative performance. Additionally, the Portfolios' overweight
position in mortgages and commercial mortgage-backed securities (CMBS), as well
as the Portfolios' shorter-than-benchmark duration, also contributed positively
to performance.

Market Review and Investment Strategy

Investment-grade fixed-income returns were generally weak during the semi-annual
period, reflecting higher U.S. interest rates. Yields rose across the maturity
spectrum as the Federal Reserve continued to raise official interest rates
another 100 basis points in quarter point increments. The Treasury yield curve
finished the quarter almost perfectly flat, with most rates within a few basis
points of 4.8%. At the end of the period, the Fed funds rate stood at 4.75%, 375
basis points higher than when the Fed started tightening in June of 2004.

The U.S. Treasury market, as measured by the Lehman Brothers Treasury Index,
posted a return of -0.51%, underperforming all other fixed-income sectors on a
comparable duration basis. The Federal Open Market Committee hinted at further
rate increases in late March, pushing Treasury yields higher and triggering a
Treasury sell-off.

CMBS securities posted the best returns within the index at 0.37% over
comparable duration Treasuries. Mortgage pass-throughs and asset-backed
securities returned 0.20% respectively, followed by agency securities at 0.11%.
Mortgages benefited from low volatility and stable rates throughout most of the
period while CMBS securities were helped by improving delinquency trends.
Investment-grade corporates were the laggards during the reporting period,
posting a return of only 0.08% over duration-matched Treasuries.
Investment-grade corporate returns were dampened by both increasing event risk,
as well as a series of downgrades in the auto industry.

The non-benchmark sectors, less correlated with U.S. Treasuries, fared much
better. As rates generally rose less abroad than in the U.S., hedged non-U.S.
dollar government


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                                                       2006 Semiannual Report  3



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Portfolio Manager Commentaries (continued from previous page)

bonds outperformed their U.S. counterparts, posting excess returns over U.S.
Treasuries exceeding 100 basis points. Select securities in non-U.S. bond
markets held in the Portfolios fared even better, including Poland, Japan,
Mexico and Australia.

The high yield market, as represented by the Lehman Brothers High Yield Index,
posted an excess return over Treasuries of 3.85%. High yield was helped by a
generally benign environment, sound technicals and strong corporate profits.
Lastly, the emerging market debt class posted the strongest returns within
fixed-income sectors, returning 5.19% in excess terms, according to Lehman
Brothers. The emerging markets enjoyed strong investor demand, a favorable low
global interest rate environment and strong global liquidity throughout the
period.

During the reporting period, the Portfolios were positioned for U.S. interest
rates to rise. Accordingly, the Portfolios' overall duration was kept shorter
than that of the benchmark. As a further buffer against rising U.S. interest
rates, investments were made in select hedged non-U.S. government bonds,
including Australia, Poland, Japan, Mexico and Sweden. An underweight position
in U.S. Treasuries and agencies was maintained while overweight positions in
high quality CMBS and asset-backed securities (ABS) were held. In late 2005,
quantitative and fundamental research indicated attractive relative valuations
among mortgage-related securities. Accordingly, the Portfolios' mortgage
allocation was increased to a significant overweighted allocation. As event risk
increased, exposure to investment-grade credit was reduced to a modest
underweight during the period, with the underweight focused on the long end of
the credit curve. Additionally, the Portfolios continued to have small positions
in both high yield and select dollar denominated emerging-market debt.

Bernstein Short Duration Plus Portfolio

Investment Objective and Strategy

Bernstein Short Duration Plus Portfolio (the "Portfolio") seeks to provide
safety of principal and a moderate rate of income that is subject to taxes.
Under normal circumstances, the Portfolio will invest at least 80% of its total
assets in securities rated A or better by nationally recognized statistical
rating organizations (NRSROs) and comparably rated commercial paper and notes.
The Portfolio's investments may consist of corporate bonds, notes, U.S.
government and agency securities, asset-backed securities, mortgage-related
securities and inflation-protected securities, as well as others. The Portfolio
may also invest up to 20% of its total assets in fixed-income securities rated
BB or B by NRSROs, which are not investment grade. The Portfolio seeks to
maintain an effective duration of one to three years under normal market
conditions.

Bernstein U.S. Government Short Duration Portfolio

Investment Objective and Strategy

Bernstein U.S. Government Short Duration Portfolio (the "Portfolio") seeks to
provide safety of principal and a moderate rate of income that is generally
exempt from state and local taxes. Under normal circumstances, the Portfolio
will invest at least 80% of its assets in U.S. government and agency securities.
Additionally, up to 10% of the Portfolio's total assets may be invested in other
securities rated A or better by nationally recognized statistical rating
organizations (NRSROs) and comparably rated commercial paper and notes. The
Portfolio seeks to maintain an effective duration of one to three years under
normal market conditions.

To the extent the Portfolio is invested in U.S. government and agency
securities, the income earned by the Portfolio is generally exempt from state
and local taxes. However, states have different requirements for tax-exempt
distributions and there is no assurance that your distributions from the
Portfolio's income will not be subject to the state and local taxes of your
state.

Investment Results

The table on page 10 shows performance for the Bernstein Short Duration Plus and
U.S. Government Short Duration Portfolios compared with their benchmark, the
Merrill Lynch 1-3 Treasury Index, for the six- and 12-month periods ended March
31, 2006.

Both Portfolios underperformed their benchmark for both the six- and 12-month
periods ended March 31, 2006. The Portfolios' shorter duration and yield curve
exposure contributed positively to performance for both the six- and 12-month
time periods. Exposure to spread sectors such as asset-backed securities (ABS)
and collateralized mortgage-backed securities (CMBS) was a positive contributor
to performance for the semi-annual period, but detracted slightly in the fourth
quarter. The Portfolios' mortgage allocation was a detractor to performance for
the year, as the sector experienced negative excess returns versus Treasuries.


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4  Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.



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Portfolio Manager Commentaries (continued from previous page)

Market Review and Investment Strategy

During the semi-annual period under review, U.S. yields rose as the Federal
Reserve (the "Fed") continued to tighten interest rates; the Fed raised the Fed
funds target rate another 25 basis points in March to 4.75%. As foreign demand
for U.S. fixed-income assets continued unabated, long-term interest rates ended
the year close to 40-year lows. The yield curve ended the year essentially flat
and inverted in the beginning of 2006 as shorter rates continued to rise.

U.S. fixed-income returns were generally weak during the semi-annual period,
reflecting higher U.S. interest rates, a significant flattening of the yield
curve and modest spread movement in the non-Treasury sectors. U.S. Treasuries
posted a return of 1.04%, according to the Lehman Brothers 1-3 Year Treasury
Index. Agencies returned 1.20% for the semi-annual period, only slightly
outperforming like-duration Treasuries.

Investment-grade corporates posted weak returns compared to the other short-end
U.S. bond sectors, with the Lehman Brothers U.S. Corporate 1-3 Year Index
returning 1.18% in absolute terms and 0.07% against comparable duration
Treasuries. Investment-grade corporate returns were significantly dampened by
both increasing event risk, as well as a series of downgrades in the auto
industry.

Mortgage-backed securities in the 1-3 year duration range returned 1.07% for the
semi-annual period, despite concerns about extension risk (the risk that
mortgage durations will shorten or lengthen rapidly as interest rates fall or
rise) and a flood of new supply. Among the other securitized sectors, ABS was
the strong performer, returning 2.31% for the reporting period.

Bernstein Short Duration California Municipal Portfolio

Investment Objective and Strategy

Bernstein Short Duration California Municipal Portfolio (the "Portfolio") seeks
to provide safety of principal and a moderate rate of return after taking
account of federal, state and local taxes for California residents. Under normal
circumstances, the Portfolio will invest at least 80% of its assets in municipal
securities issued by the state of California or its political subdivisions, or
otherwise exempt from California state income tax. The Portfolio may also invest
up to 20% of its net assets in fixed-income securities of U.S. issuers that are
not municipal securities if, in our opinion, these securities will enhance the
after-tax return for California investors.

Bernstein Short Duration New York Municipal Portfolio

Investment Objective and Strategy

Bernstein Short Duration New York Municipal Portfolio (the "Portfolio") seeks to
provide safety of principal and a moderate rate of return after taking account
of federal, state and local taxes for New York residents. Under normal
circumstances, the Portfolio will invest at least 80% of its assets in municipal
securities issued by the state of New York or its political subdivisions, or
otherwise exempt from New York state income tax. The Portfolio may also invest
up to 20% of its net assets in fixed-income securities of U.S. issuers that are
not municipal securities if, in our opinion, these securities will enhance the
after-tax return for New York investors.

Bernstein Short Duration Diversified Municipal Portfolio

Investment Objective and Strategy

Bernstein Short Duration Diversified Municipal Portfolio (the "Portfolio") seeks
to provide safety of principal and maximize total return after taking account of
federal taxes. Under normal circumstances, the Portfolio will invest at least
80% of its assets in municipal securities. The Portfolio will invest no more
than 25% of its total assets in municipal securities of issuers located in any
one state.

Each of the Bernstein Short Duration California Municipal, Bernstein Short
Duration New York Municipal and Bernstein Short Duration Diversified Municipal
Portfolios (the "Short Duration Portfolios") invests at least 80% of its total
assets in municipal securities rated A or better by nationally recognized
statistical rating organizations ("NRSROs") and comparably rated municipal
notes. Each of the Short Duration Portfolios may invest up to 20% of its assets
in fixed-income securities rated BB or B by NRSROs, which are not
investment-grade. Each of the Short Duration Portfolios seeks to maintain an
effective duration of one-half year to two and one-half years under normal
market conditions.

Investment Results

The table on page 10 shows performance for each of the Bernstein Short Duration
Portfolios compared to its benchmark, the Lehman Brothers (LB) 1-Year Municipal
Index, for the six- and 12-month periods ended March 31, 2006.


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                                                       2006 Semiannual Report  5



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Portfolio Manager Commentaries (continued from previous page)

Each of the Bernstein Short Duration Portfolios underperformed its benchmark for
the six-month period ended March 31, 2006. During the 12-month period ended
March 31, 2006, Bernstein Short Duration New York Municipal Portfolio and
Bernstein Short Duration Diversified Municipal Portfolio outperformed their
benchmark, while Bernstein Short Duration California Municipal Portfolio
underperformed.

The Short Duration Portfolios' high credit quality stance limited both their
absolute and relative returns for both the six- and 12-month periods ended March
31, 2006. This underperformance was partly off-set by the fact that the Short
Duration Portfolios had modestly less interest rate risk than their benchmark.
Performance was also helped by the fact that the Short Duration Portfolios were
positioned to benefit from a flattening yield curve.

Market Review and Investment Strategy

Short-term bond prices fell over the last six and 12 months, depressing absolute
returns, as the Federal Reserve continued to push up official short-term
interest rates. On March 31, 2006, the Federal funds rate stood at 4.75%, 375
basis points higher than when the Fed began tightening less than two years ago.
Municipal bond returns were small but positive for the period. Although the
municipal yield curve is still upwardly sloping, the difference between short
and long rates at quarter-end was the smallest since 1989.

By March, the extra income for lower-rated bonds fell to its narrowest level
ever. This was due in part to yields being low, which in turn encourages
investors to take on more credit risk to capture a little more yield. It is also
because investors are complacent about credit risk in today's market, given the
strength of municipal finance and the long absence of a large and very public
municipal bond default. In fact, high-yield municipal bonds were the
best-performing sector by far in the municipal market. As a result, high-yield
municipal bond funds continued to garner the majority of the new cash flow into
the market. According to AMG Data, a provider of mutual fund money flow and
holding data, new money into high-yield municipal mutual funds accounted for 40%
of the flow into municipal mutual funds. By comparison, high-yield bonds
represent only 4% of the municipal market.

The Short Duration Portfolios' management team believes that investors are not
being adequately paid to take risk in the bond market today. A reduced appetite
for credit risk is reflected in the Portfolios' significant holdings of
high-quality bonds. If interest rates are compared to core inflation today,
short-term municipal rates appear a bit high, intermediate rates are near fair
value and long-term rates are low by historical standards. Based on this
relative value analysis, the management team has been moving to a more
concentrated maturity structure by selling holdings of longer-term bonds and
buying bonds maturing in one to two years.

Bernstein California Municipal Portfolio

Investment Objective and Strategy

Bernstein California Municipal Portfolio (the "Portfolio") seeks to provide
safety of principal and maximize total return after taking account of federal,
state and local taxes for California residents. Under normal circumstances, the
Portfolio will invest at least 80% of its assets in municipal securities issued
by the state of California or its political subdivisions, or otherwise exempt
from California state income tax. The Portfolio may also invest up to 20% of its
net assets in fixed-income securities of U.S. issuers that are not municipal
securities if, in our opinion, these securities will enhance the after-tax
return for California investors.

Bernstein New York Municipal Portfolio

Investment Objective and Strategy

Bernstein New York Municipal Portfolio (the "Portfolio") seeks to provide safety
of principal and maximize total return after taking account of federal, state
and local taxes for New York residents. Under normal circumstances, the
Portfolio will invest at least 80% of its assets in municipal securities issued
by the state of New York or its political subdivisions, or otherwise exempt from
New York state income tax. The Portfolio may also invest up to 20% of its net
assets in fixed-income securities of U.S. issuers that are not municipal
securities if, in our opinion, these securities will enhance the after-tax
return for New York investors.

Bernstein Diversified Municipal Portfolio

Investment Objective and Strategy

Bernstein Diversified Municipal Portfolio (the "Portfolio") seeks to provide
safety of principal and maximize total return after taking account of federal
taxes. Under normal circumstances, the Portfolio will invest at least 80% of its
assets in municipal securities. The Portfolio will invest no


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Portfolio Manager Commentaries (continued from previous page)

more than 25% of its total assets in municipal securities of issuers located in
any one state.

Each of the Bernstein California Municipal, New York Municipal and Diversified
Municipal Portfolios (the "Portfolios") invests at least 80% of its total assets
in municipal securities rated A or better by nationally recognized statistical
rating organizations ("NRSROs") and comparably rated municipal notes. Each of
the Portfolios may invest up to 20% of its assets in fixed-income securities
rated BB or B by NRSROs, which are not investment-grade. Each of the Portfolios
seeks to maintain an effective duration of three and one-half to seven years
under normal market conditions.

Investment Results

The table on page 10 shows performance for the Bernstein California, Bernstein
New York and Bernstein Diversified Municipal Portfolios compared with their
benchmark, the Lehman Brothers (LB) 5-Year General Obligation (GO) Municipal
Index, for the six- and 12-month periods ended March 31, 2006.

All three Portfolios outperformed the benchmark for the six-month period ended
March 31, 2006. During the 12-month period ended March 31, 2006, Bernstein
California and Bernstein New York Portfolios outperformed the benchmark, while
Bernstein Diversified Portfolio underperformed. The Portfolios' high credit
quality stance limited both their absolute and relative returns for both
reporting periods. However, this underperformance was partly offset by the fact
that the Portfolios had modestly less interest rate risk than the benchmark and
were positioned to benefit from a flattening yield curve.

The Portfolios' management team believes that investors are not being adequately
paid to take risk in the bond market today. The team's reduced appetite for
credit risk is reflected in the Portfolios' significant holdings of high-quality
bonds. When the team compares interest rates today to core inflation, short-term
municipal rates appear a bit high, intermediate rates are near fair value and
long-term rates are low by historical standards. Based on this relative value
analysis, the team has been moving to a more concentrated maturity structure by
selling the Portfolios' holdings of long-term, premium-coupon, callable bonds
and buying intermediate-term bonds.

Market Review and Investment Strategy

Short- and intermediate-term bond prices fell over the six- and 12-month periods
ended March 31, 2006, depressing absolute returns, as the U.S. Federal Reserve
(the "Fed") continued to push up official short-term interest rates. On March
31, 2006, the Federal funds rate stood at 4.75%, 375 basis points higher than
when the Fed began tightening less than two years ago. Municipal bond returns
were small but positive for the period. Although the municipal yield curve is
still upwardly sloping, the difference between short and long rates at the end
of the reporting period was the smallest since 1989.

By March 2006, the extra income for lower-rated bonds fell to its narrowest
level ever, due in part to yields being low. This, in turn, encouraged investors
to take on more credit risk to capture a little more yield. It is also because
investors are complacent about credit risk in today's market, given the strength
of municipal finance and the long absence of a large and very public municipal
bond default. In fact, high-yield municipal bonds were the best-performing
sector by far in the municipal market. As a result, high-yield municipal bond
funds continued to garner the majority of the new cash flow into the market.
According to AMG Data, a provider of mutual fund money flow and holdings data,
new money into high-yield municipal mutual funds accounted for 40% of the flow
into municipal mutual funds. By comparison, high-yield bonds represent only 4%
of the municipal market.


- --------------------------------------------------------------------------------
                                                       2006 Semiannual Report  7



- --------------------------------------------------------------------------------
Historical Performance

An Important Note About the Value of Historical Performance

The performance shown on pages 10-12 represents past performance and does not
guarantee future results. Performance information is as of the dates shown.
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.bernstein.com and clicking on OUpdated Fund
PerformanceO at the bottom of any screen.

The investment return and principal value of an investment in the Portfolios
will fluctuate, so that your shares, when redeemed, may be worth more or less
than their original cost. Before investing in any portfolio of the Sanford C.
Bernstein Fund, Inc. or the Sanford C. Bernstein Fund II, Inc., a prospective
investor should consider carefully the portfolio's investment objectives,
policies, charges, expenses and risks. For a copy of the Funds' prospectus,
which contains this and other information, visit our website at
www.bernstein.com and click on OProspectusesO at the bottom of any screen. You
should read the prospectus carefully before investing.

Returns are annualized for periods longer than one year and do not reflect the
deduction of taxes that a shareholder would pay on portfolio distributions or
the redemption of portfolio shares. Certain Bernstein Emerging Markets Portfolio
performance data presented herein do not reflect the deduction of purchase and
redemption fees, which, when reflected as shown herein, reduces such before-fees
performance quoted. All fees and expenses related to the operation of the
Portfolios have been deducted, except as noted for Bernstein Emerging Markets
Portfolio. Bernstein Tax-Managed International Portfolio, Bernstein
International Portfolio and Bernstein Emerging Markets Portfolio returns
throughout this report include dividends net of withholding taxes. On April 30,
1999, the Bernstein International Value Portfolio (IVP) was split into two
portfolios: Bernstein International Value II (now known as International) for
tax-exempt investors such as 401(k) and other retirement plans; and Bernstein
Tax-Managed International Value (now known as Tax-Managed International) for
taxable investors. Both Portfolios have the same overall investment style,
except that the latter includes tax management. International is an extension of
the original IVP in that it is managed without regard to tax considerations. The
returns shown on pages 10-11 reflect the performance of the Bernstein
Tax-Managed International Portfolio and the Bernstein International Portfolio
using an all-value investment style through August 2003. In September 2003, the
investment style of each of the Bernstein International Portfolios changed from
all value to a blend of growth and value. In May 2005, the investment style of
the Bernstein Emerging Markets Portfolio changed from all value to a blend of
growth and value.

During the reporting period, the Adviser waived a portion of its advisory fee or
reimbursed Bernstein Intermediate Duration Institutional Portfolio for a portion
of its expenses to the extent necessary to limit the Portfolio's expenses to
0.45%. This waiver extends through the Portfolio's current fiscal year and may
be extended by the Adviser for additional one-year terms. Without the waiver,
the Fund's expenses would have been higher and its performance would have been
lower than that shown.

Benchmark Disclosures

None of the following indices or averages reflects fees and expenses associated
with the active management of a mutual fund portfolio. The Morgan Stanley
Capital International Europe, Australasia and Far East (MSCI EAFE) Index is a
market capitalization-weighted index that measures stock performance in 21
countries in Europe, Australasia and the Far East. The MSCI Emerging Markets
Index is a free float-adjusted market capitalization index that is designed to
measure equity market performance in the global emerging markets. The Lipper
Emerging Markets Index represents the performance for funds that have generally
similar investment objectives to their respective Bernstein Portfolios, although
some may have different investment policies and sales and management fees. The
Lehman Brothers Aggregate Bond Index represents the U.S. investment-grade
fixed-rate bond market, including government and credit securities, agency
mortgage pass-through securities, asset-backed securities and commercial
mortgage-backed securities. The Merrill Lynch 1-3 Year Treasury Index is
comprised of U.S. Treasury obligations with remaining maturities of 1-2.99
years. The Lehman Brothers 5-Year General Obligation Municipal Index is a
total-return performance benchmark for the intermediate-term, investment-grade
tax-exempt bond market. The Lehman Brothers 1-Year Municipal Index is a
total-return performance benchmark for the short-term municipal bond market with
maturities of up to 1.99 years. Lipper Composites are the equal-weighted average
returns of the funds in the relevant Lipper Analytical Services categories; the
average fund in a category may differ in


                 (Historical Performance continued on next page)
- --------------------------------------------------------------------------------
8  Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Historical Performance (continued from previous page)

composition from the portfolios. Investors cannot invest directly in indices,
and their results are not indicative of the performance for any specific
investment, including the Portfolios.

A Word About Risk

Bernstein Tax-Managed International and International Portfolios: Substantially
all of the Portfolios' assets will be invested in foreign securities. Foreign
markets can be more volatile than the U.S. market due to increased risks of
adverse issuer, political, regulatory, market or economic developments. In
addition, because the Portfolios will invest in foreign currency denominated
securities, fluctuations in the value of the Portfolios' investments may be
magnified by changes in foreign exchange rates. Because the Portfolios allocate
between "growth" and "value" stocks, an investment in the Portfolios is subject
to the risk that this allocation will result in lower returns when one style is
outperforming another than if the Portfolios had invested entirely in the
outperforming style. In addition, the transaction costs associated with the
systematic rebalancing of the Portfolios may be significant over time. The
Tax-Managed International Portfolio may employ strategies that take into account
the tax impact of buy and sell decisions on the Portfolio's shareholders. While
the Portfolio seeks to maximize after-tax returns, there can be no assurance
that the strategies will be effective, and the use of these strategies may
affect the gross returns of the Portfolio.

Bernstein Emerging Markets Portfolio: This Portfolio invests a significant
amount of its assets in foreign securities which involves risks not associated
with U.S. investments, including currency fluctuations, accounting differences
and political instability and economic changes. These risks are heightened with
respect to investments in emerging-market countries where there is an even
greater amount of economic, political and social instability. Because the
Portfolio allocates between "growth" and "value" stocks, an investment in the
Portfolio is subject to the risk that this allocation will result in lower
returns when one style is outperforming another than if the Portfolio had
invested entirely in the outperforming style. In addition, the transaction costs
associated with the systematic rebalancing of the Portfolio may be significant
over time.

Bernstein Intermediate Duration, Bernstein Short Duration Plus, Bernstein U.S.
Government Short Duration, Bernstein Short Duration Diversified Municipal,
Bernstein Diversified Municipal, Bernstein Short Duration California Municipal,
Bernstein Short Duration New York Municipal, Bernstein California Municipal and
Bernstein New York Municipal Portfolios: Price fluctuation may be caused by
changes in the general level of interest rates or changes in bond credit-quality
ratings. Increases in interest rates may cause the value of the Portfolios'
investments to decline. Changes in interest rates have a greater effect on bonds
with longer maturities than on those with shorter maturities. Investments in the
Portfolios are not guaranteed because of fluctuation in the net asset value of
the underlying fixed-income-related investments. Similar to direct bond
ownership, bond funds have the same interest rate, inflation and credit risks
that are associated with the underlying bonds owned by the fund. Portfolio
purchasers should understand that, in contrast to owning individual bonds, there
are ongoing fees and expenses associated with owning shares of bond funds. The
Portfolios invest principally in bonds and other fixed-income securities. High
yield bonds involve a greater risk of default and price volatility than other
bonds. Investing in non-investment grade securities presents special risks,
including credit risk.

Bernstein Intermediate Duration, Bernstein Short Duration Plus, Bernstein Short
Duration Diversified Municipal and Bernstein Diversified Municipal Portfolios:
These Portfolios can invest up to 20% of their assets in non-investment-grade
bonds, which are subject to greater risk of loss of principal and interest, as
well as the possibility of greater market risk, than higher-rated bonds.

Bernstein Short Duration California Municipal, Bernstein Short Duration New York
Municipal, Bernstein California Municipal and Bernstein New York Municipal
Portfolios: These Portfolios can invest up to 20% of their assets in
non-investment-grade bonds, which are subject to greater risk of loss of
principal and interest, as well as the possibility of greater market risk, than
higher-rated bonds. The Portfolios are "non-diversified" and therefore may hold
more concentrated positions and be subject to certain additional risks than a
"diversified" portfolio.

All Bernstein Portfolios: In order to achieve their investment objectives, the
Portfolios 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. Each Portfolio's risks are fully discussed in its
prospectus.


                 (Historical Performance continued on next page)
- --------------------------------------------------------------------------------
                                                       2006 Semiannual Report  9



- --------------------------------------------------------------------------------
Historical Performance (unaudited) (continued from previous page)



                                                           TOTAL RETURNS         AVERAGE ANNUAL TOTAL RETURNS
                                                        ------------------   -----------------------------------
                                                        PAST SIX   PAST 12      PAST         PAST        SINCE        INCEPTION
THROUGH MARCH 31, 2006                                   MONTHS     MONTHS   FIVE YEARS    10 YEARS    INCEPTION         DATE
====================================================================================================================================
                                                                                                 
SANFORD C. BERNSTEIN FUND PORTFOLIOS VS. THEIR BENCHMARKS AND LIPPER COMPOSITES
- ------------------------------------------------------------------------------------------------------------------------------------
   Tax-Managed International                             15.92%      27.36%    12.25%        10.05%      10.49%        June 22, 1992
      Pre-liquidation, after-tax                         14.84       26.17     11.75          8.66        9.23
      Post-liquidation, after-tax                        11.78       19.36     10.56          8.09        8.66
- ------------------------------------------------------------------------------------------------------------------------------------
   International                                         15.76       27.43     12.10            --        8.73        April 30, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
   MSCI EAFE INDEX                                       13.86       24.41      9.63          6.49
- ------------------------------------------------------------------------------------------------------------------------------------
   International Large-Cap Core Lipper Composite         14.16       25.02      7.29          6.52

   Emerging Markets                                                                                                December 15, 1995
      Before deduction of purchase and redemption fees   18.72       43.96     29.76         10.02       11.04
      After deduction of purchase and redemption fees*   16.35       39.67     28.97          9.69       10.72
- ------------------------------------------------------------------------------------------------------------------------------------
   MSCI Emerging Markets Index                           20.06       47.45     23.21          7.40
- ------------------------------------------------------------------------------------------------------------------------------------
   Lipper Emerging Markets Index                         19.90       47.09     23.79          7.60

   Intermediate Duration                                  0.03        2.48      4.52          5.47        6.93      January 17, 1989
- ------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index                  -0.05        2.26      5.11          6.29
- ------------------------------------------------------------------------------------------------------------------------------------
   Intermediate Bond Lipper Composite                    -0.16        1.82      4.36          5.36

   Short Duration Plus                                    0.99        2.17      3.24          4.51        5.64     December 12, 1988
- ------------------------------------------------------------------------------------------------------------------------------------
   U.S. GOVERNMENT SHORT DURATION                         0.81        1.78      2.89          4.23        5.33       JANUARY 3, 1989
- ------------------------------------------------------------------------------------------------------------------------------------
   Merrill Lynch 1-3 Year Treasury Index                  1.08        2.32      3.18          4.79
- ------------------------------------------------------------------------------------------------------------------------------------
   Short-Term Bond Lipper Composite                       1.07        2.34      2.90          4.34

   Short Duration Diversified Municipal                   0.76        2.07      2.37          3.16        3.40       October 3, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
   Short Duration California Municipal                    0.65        1.75      1.84          2.85        3.11       October 3, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
   Short Duration New York Municipal                      0.76        2.07      2.11          2.96        3.19       October 3, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers 1-Year Muni Index                      0.81        1.96      2.44          3.53
- ------------------------------------------------------------------------------------------------------------------------------------
   Short-Term Municipal Lipper Composite                  0.98        2.10      2.35          3.25

   Diversified Municipal                                  0.44        2.25      3.59          4.38        5.37       January 9, 1989
- ------------------------------------------------------------------------------------------------------------------------------------
   California Municipal                                   0.43        2.36      3.29          4.22        5.11        August 6, 1990
- ------------------------------------------------------------------------------------------------------------------------------------
   New York Municipal                                     0.43        2.49      3.57          4.38        5.41       January 9, 1989
- ------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers 5-Year Go Muni Index                   0.42        2.26      4.03          4.79
- ------------------------------------------------------------------------------------------------------------------------------------
   Intermediate Municipal Lipper Composite                0.46        2.44      3.75          4.44

SANFORD C. BERNSTEIN FUND II PORTFOLIO VS. ITS BENCHMARK AND LIPPER COMPOSITE
   Intermediate Duration Institutional                    0.09%       2.54%       --            --        4.73%         May 17, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
   Lehman Brothers Aggregate Bond Index                  -0.05        2.26      5.11%         6.29%
   Intermediate Bond Lipper Composite                    -0.16        1.82      4.36          5.36


*    Prior to May 2,  2005,  the  Portfolio  imposed a 2% fee on  purchases  and
     redemptions.  Effective  May 2, 2005,  the fees were reduced from 2% to 1%.
     The fees are retained by the Portfolio, not paid to Bernstein.

       See Historical Performance and Benchmark Disclosures on pages 8-9.


                 (Historical Performance continued on next page)

- --------------------------------------------------------------------------------
10  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Historical Performance (continued from previous page)

Sanford C. Bernstein Fund, Inc.
- --------------------------------------------------------------------------------

Foreign-Stock Portfolios

- --------------------------------------------------------------------------------
Tax-Managed International
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                      Tax Managed        MSCI EAFE Foreign        Lipper
                     International      Stock-Market Index     International
       Yr:Month    (after all costs)    (before all costs)    Large-Cap Core
       --------    -----------------    ------------------    --------------
         96:3           $25,000               $25,000             $25,000
            4           $26,004               $25,727             $25,768
            5           $26,048               $25,253             $25,770
            6           $26,339               $25,396             $25,989
            7           $25,335               $24,653             $25,017
            8           $25,437               $24,707             $25,350
            9           $26,397               $25,364             $25,915
           10           $26,368               $25,104             $25,799
           11           $27,503               $26,103             $27,027
           12           $27,760               $25,767             $27,172
         97:1           $27,745               $24,865             $27,088
            2           $28,134               $25,272             $27,503
            3           $28,740               $25,364             $27,599
            4           $28,927               $25,498             $27,712
            5           $29,860               $27,157             $29,416
            6           $31,151               $28,655             $30,817
            7           $32,752               $29,119             $31,744
            8           $30,700               $26,944             $29,402
            9           $32,535               $28,453             $31,271
           10           $30,855               $26,266             $28,870
           11           $30,513               $25,999             $28,705
           12           $30,333               $26,225             $28,961
         98:1           $32,010               $27,425             $29,705
            2           $33,363               $29,184             $31,716
            3           $35,982               $30,083             $33,283
            4           $35,776               $30,321             $33,789
            5           $36,855               $30,174             $33,822
            6           $36,701               $30,402             $33,576
            7           $37,266               $30,711             $34,062
            8           $31,719               $26,906             $29,178
            9           $30,196               $26,081             $28,209
           10           $31,582               $28,800             $30,426
           11           $33,414               $30,275             $32,042
           12           $33,655               $31,470             $33,003
         99:1           $33,712               $31,377             $33,327
            2           $32,824               $30,629             $32,554
            3           $34,884               $31,907             $33,725
            4           $36,717               $33,200             $35,213
            5           $35,866               $31,490             $33,769
            6           $37,246               $32,718             $35,441
            7           $37,794               $33,691             $36,341
            8           $38,228               $33,814             $36,606
            9           $37,850               $34,154             $36,796
           10           $38,153               $35,433             $38,180
           11           $38,587               $36,664             $40,872
           12           $41,299               $39,955             $45,793
         00:1           $38,864               $37,416             $43,068
            2           $39,381               $38,424             $45,320
            3           $40,628               $39,913             $46,009
            4           $39,688               $37,813             $43,359
            5           $39,669               $36,889             $42,084
            6           $41,452               $38,332             $43,856
            7           $40,513               $36,725             $42,233
            8           $40,915               $37,044             $42,770
            9           $39,170               $35,240             $40,212
           10           $38,749               $34,407             $38,873
           11           $38,116               $33,117             $37,240
           12           $39,285               $34,294             $38,495
         01:1           $40,049               $34,277             $38,646
            2           $38,584               $31,707             $35,635
            3           $36,545               $29,593             $33,062
            4           $39,030               $31,650             $35,380
            5           $38,011               $30,533             $34,212
            6           $37,820               $29,284             $32,933
            7           $36,885               $28,751             $32,073
            8           $36,673               $28,023             $31,172
            9           $32,320               $25,184             $27,971
           10           $33,466               $25,829             $28,720
           11           $33,934               $26,782             $29,817
           12           $34,366               $26,941             $30,241
         02:1           $33,350               $25,509             $28,771
            2           $33,912               $25,688             $28,929
            3           $35,900               $27,078             $30,399
            4           $36,851               $27,257             $30,487
            5           $37,932               $27,602             $30,694
            6           $36,289               $26,504             $29,522
            7           $32,810               $23,887             $26,534
            8           $32,529               $23,833             $26,412
            9           $28,314               $21,274             $23,502
           10           $29,849               $22,417             $24,872
           11           $31,988               $23,434             $25,956
           12           $31,441               $22,646             $24,996
         03:1           $30,630               $21,701             $23,841
            2           $30,411               $21,203             $23,212
            3           $29,097               $20,786             $22,759
            4           $33,150               $22,824             $24,837
            5           $35,319               $24,207             $26,210
            6           $36,239               $24,791             $26,687
            7           $37,181               $25,392             $27,202
            8           $37,817               $26,005             $27,736
            9           $38,408               $26,806             $28,285
           10           $40,446               $28,477             $29,852
           11           $41,103               $29,110             $30,517
           12           $43,649               $31,385             $32,709
        04:01           $43,938               $31,828             $33,222
            2           $44,517               $32,563             $33,850
            3           $44,851               $32,746             $33,772
            4           $44,072               $32,006             $32,843
            5           $44,094               $32,113             $32,870
            6           $44,829               $32,817             $33,465
            7           $43,471               $31,752             $32,242
            8           $44,072               $31,892             $32,386
            9           $45,452               $32,726             $33,186
           10           $46,431               $33,841             $34,253
           11           $49,102               $36,153             $36,363
           12           $51,322               $37,739             $37,895
        05:01           $50,276               $37,047             $37,053
            2           $52,481               $38,647             $38,637
            3           $51,140               $37,677             $37,604
            4           $49,617               $36,791             $36,773
            5           $49,640               $36,809             $36,744
            6           $50,345               $37,297             $37,224
            7           $52,208               $38,440             $38,458
            8           $54,027               $39,412             $39,711
            9           $56,186               $41,167             $41,180
           10           $54,618               $39,965             $40,007
           11           $55,868               $40,942             $40,842
           12           $58,734               $42,847             $42,961
        06:01           $62,762               $45,478             $45,747
            2           $62,616               $45,377             $45,424
            3           $65,130               $46,873             $47,013

- --------------------------------------------------------------------------------
International
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                                         MSCI EAFE Foreign        Lipper
                     International      Stock-Market Index     International
       Yr:Month    (after all costs)    (before all costs)    Large-Cap Core
       --------    -----------------    ------------------    --------------
         99:4           $25,000               $25,000             $25,000
            5           $24,357               $23,713             $23,975
            6           $25,270               $24,637             $25,162
            7           $25,708               $25,369             $25,801
            8           $26,081               $25,462             $25,989
            9           $25,875               $25,718             $26,124
           10           $25,888               $26,682             $27,107
           11           $26,004               $27,609             $29,018
           12           $27,631               $30,087             $32,511
         00:1           $26,032               $28,175             $30,577
            2           $26,461               $28,933             $32,176
            3           $27,384               $30,055             $32,665
            4           $26,708               $28,473             $30,784
            5           $26,734               $27,778             $29,879
            6           $28,034               $28,864             $31,137
            7           $27,358               $27,654             $29,984
            8           $27,670               $27,894             $30,365
            9           $26,578               $26,536             $28,549
           10           $26,253               $25,909             $27,599
           11           $25,915               $24,937             $26,440
           12           $26,812               $25,824             $27,331
         01:1           $27,373               $25,811             $27,437
            2           $26,500               $23,876             $25,300
            3           $25,191               $22,284             $23,473
            4           $26,687               $23,833             $25,119
            5           $25,908               $22,991             $24,290
            6           $25,799               $22,051             $23,381
            7           $25,159               $21,650             $22,771
            8           $25,097               $21,101             $22,131
            9           $22,073               $18,964             $19,858
           10           $22,821               $19,450             $20,391
           11           $23,055               $20,167             $21,169
           12           $23,347               $20,287             $21,470
         02:1           $22,705               $19,209             $20,427
            2           $23,122               $19,343             $20,539
            3           $24,424               $20,390             $21,582
            4           $25,034               $20,525             $21,645
            5           $25,645               $20,785             $21,792
            6           $24,601               $19,958             $20,960
            7           $22,126               $17,987             $18,839
            8           $22,030               $17,946             $18,752
            9           $19,202               $16,019             $16,685
           10           $20,262               $16,880             $17,658
           11           $21,708               $17,646             $18,428
           12           $21,284               $17,053             $17,746
         03:1           $20,845               $16,341             $16,926
            2           $20,650               $15,966             $16,480
            3           $19,756               $15,652             $16,158
            4           $22,520               $17,186             $17,633
            5           $24,016               $18,228             $18,609
            6           $24,683               $18,668             $18,947
            7           $25,317               $19,120             $19,313
            8           $25,723               $19,582             $19,691
            9           $26,114               $20,185             $20,081
           10           $27,496               $21,444             $21,194
           11           $27,935               $21,920             $21,666
           12           $29,661               $23,633             $23,222
        04:01           $29,891               $23,967             $23,587
            2           $30,301               $24,520             $24,032
            3           $30,580               $24,658             $23,977
            4           $30,088               $24,100             $23,318
            5           $30,202               $24,181             $23,336
            6           $30,695               $24,711             $23,759
            7           $29,759               $23,909             $22,891
            8           $30,137               $24,015             $22,993
            9           $31,089               $24,643             $23,561
           10           $31,729               $25,483             $24,318
           11           $33,584               $27,224             $25,817
           12           $35,143               $28,418             $26,904
        05:01           $34,398               $27,896             $26,306
            2           $35,921               $29,102             $27,431
            3           $34,994               $28,371             $26,698
            4           $33,968               $27,704             $26,108
            5           $33,968               $27,717             $26,087
            6           $34,464               $28,085             $26,428
            7           $35,706               $28,946             $27,304
            8           $37,014               $29,677             $28,194
            9           $38,520               $30,999             $29,237
           10           $37,444               $30,094             $28,404
           11           $38,321               $30,830             $28,997
           12           $40,298               $32,264             $30,501
        06:01           $42,982               $34,245             $32,479
            2           $42,780               $34,170             $32,249
            3           $44,591               $35,296             $33,378

- --------------------------------------------------------------------------------
Emerging Markets
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                    Emerging Markets
                    (after deduction      MSCI Emerging
                    of purchase and       Markets Index       Lipper Emerging
       Yr:Month    redemption fees)+    (before all costs)     Markets Index
       --------    -----------------    ------------------    ---------------
         96:3           $24,750              $25,000              $25,000
            4           $25,985              $26,000              $25,876
            5           $25,843              $25,883              $26,130
            6           $25,537              $26,045              $26,180
            7           $23,941              $24,265              $24,657
            8           $23,930              $24,886              $25,329
            9           $23,854              $25,102              $25,589
           10           $22,804              $24,432              $24,997
           11           $23,591              $24,842              $25,566
           12           $23,978              $24,954              $25,790
         97:1           $25,856              $26,656              $27,749
            2           $26,471              $27,798              $28,739
            3           $26,142              $27,068              $28,003
            4           $25,691              $27,115              $28,008
            5           $25,966              $27,891              $28,974
            6           $26,724              $29,384              $30,400
            7           $27,789              $29,823              $31,284
            8           $24,791              $26,028              $27,849
            9           $24,758              $26,749              $28,854
           10           $20,935              $22,360              $24,037
           11           $18,925              $21,544              $22,941
           12           $18,242              $22,063              $23,149
         98:1           $17,474              $20,333              $21,538
            2           $19,158              $22,455              $23,382
            3           $20,074              $23,429              $24,203
            4           $19,570              $23,174              $24,253
            5           $17,085              $19,998              $20,632
            6           $15,024              $17,901              $18,676
            7           $15,173              $18,468              $19,246
            8           $11,314              $13,128              $13,732
            9           $11,577              $13,961              $14,247
           10           $12,917              $15,431              $15,616
           11           $14,279              $16,715              $16,666
           12           $14,394              $16,472              $16,457
         99:1           $14,034              $16,207              $16,123
            2           $14,220              $16,364              $15,984
            3           $16,074              $18,521              $17,765
            4           $19,284              $20,812              $20,233
            5           $19,655              $20,691              $19,988
            6           $21,729              $23,040              $22,233
            7           $21,150              $22,414              $21,679
            8           $21,231              $22,618              $21,439
            9           $20,478              $21,852              $20,678
           10           $20,617              $22,317              $21,300
           11           $21,973              $24,319              $23,649
           12           $24,902              $27,411              $27,805
         00:1           $24,064              $27,575              $27,482
            2           $23,283              $27,939              $28,301
            3           $23,400              $28,075              $28,386
            4           $22,282              $25,414              $25,298
            5           $20,709              $24,363              $23,952
            6           $21,373              $25,221              $25,140
            7           $21,187              $23,924              $24,114
            8           $21,001              $24,042              $24,362
            9           $19,696              $21,943              $22,033
           10           $18,310              $20,352              $20,387
           11           $17,227              $18,572              $18,544
           12           $17,891              $19,021              $19,214
         01:1           $19,323              $21,638              $21,441
            2           $18,738              $19,942              $19,779
            3           $17,485              $17,974              $17,892
            4           $17,998              $18,860              $18,806
            5           $18,583              $19,078              $19,324
            6           $18,273              $18,680              $18,987
            7           $17,175              $17,491              $17,810
            8           $17,378              $17,316              $17,579
            9           $14,895              $14,633              $15,070
           10           $15,205              $15,541              $15,861
           11           $16,423              $17,162              $17,433
           12           $17,244              $18,523              $18,545
         02:1           $18,291              $19,148              $19,276
            2           $18,689              $19,459              $19,708
            3           $19,604              $20,623              $20,788
            4           $20,098              $20,755              $21,042
            5           $20,122              $20,420              $20,848
            6           $18,797              $18,882              $19,324
            7           $17,942              $17,439              $17,881
            8           $17,978              $17,705              $18,027
            9           $16,437              $15,794              $16,219
           10           $16,871              $16,821              $16,993
           11           $17,978              $17,978              $18,136
           12           $17,906              $17,380              $17,688
         03:1           $18,172              $17,304              $17,585
            2           $17,954              $16,817              $17,171
            3           $17,373              $16,337              $16,617
            4           $19,347              $17,790              $18,218
            5           $20,666              $19,062              $19,528
            6           $21,853              $20,142              $20,511
            7           $23,245              $21,395              $21,450
            8           $24,371              $22,827              $22,883
            9           $25,194              $22,993              $23,391
           10           $27,664              $24,949              $25,212
           11           $28,306              $25,253              $25,587
           12           $31,673              $27,081              $27,761
         04:1           $31,514              $28,027              $28,554
            2           $32,749              $29,312              $29,836
            3           $33,189              $29,678              $30,236
            4           $31,087              $27,248              $27,853
            5           $30,292              $26,705              $27,310
            6           $30,879              $26,818              $27,450
            7           $31,453              $26,328              $27,047
            8           $33,005              $27,419              $28,098
            9           $35,327              $29,001              $29,745
           10           $36,586              $29,694              $30,653
           11           $41,009              $32,443              $33,174
           12           $44,083              $34,001              $34,893
         05:1           $44,196              $34,088              $35,017
            2           $48,746              $37,062              $37,937
            3           $44,672              $34,612              $35,358
            4           $43,745              $33,683              $34,492
            5           $44,685              $34,856              $35,560
            6           $45,675              $36,040              $36,740
            7           $49,084              $38,559              $39,276
            8           $50,200              $38,889              $39,887
            9           $54,173              $42,510              $43,377
           10           $50,200              $39,732              $40,761
           11           $53,685              $43,019              $43,784
           12           $56,771              $45,561              $46,236
         06:1           $63,956              $50,650              $51,538
            2           $62,985              $50,590              $51,281
            3           $63,669              $51,036              $52,076

Taxable-Bond Portfolios

- --------------------------------------------------------------------------------
Intermediate Duration
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                 Intermediate         Lehman Brothers
                   Duration        Aggregate Bond Index   Lipper Intermediate
    Yr:Month  (after all costs)     (before all costs)      Bond Composite
    --------  -----------------    --------------------   -------------------
      96:3         $25,000                $25,000               $25,000
         4         $24,895                $24,859               $24,848
         5         $24,883                $24,809               $24,803
         6         $25,150                $25,142               $25,086
         7         $25,244                $25,211               $25,143
         8         $25,250                $25,169               $25,123
         9         $25,651                $25,607               $25,533
        10         $26,174                $26,175               $26,048
        11         $26,669                $26,623               $26,489
        12         $26,466                $26,375               $26,255
      97:1         $26,496                $26,456               $26,332
         2         $26,551                $26,522               $26,384
         3         $26,270                $26,228               $26,107
         4         $26,612                $26,621               $26,447
         5         $26,813                $26,872               $26,674
         6         $27,135                $27,191               $26,970
         7         $27,689                $27,925               $27,663
         8         $27,553                $27,686               $27,420
         9         $27,873                $28,095               $27,801
        10         $28,251                $28,502               $28,129
        11         $28,329                $28,633               $28,208
        12         $28,492                $28,922               $28,462
      98:1         $28,825                $29,293               $28,829
         2         $28,825                $29,271               $28,788
         3         $28,919                $29,372               $28,889
         4         $29,032                $29,525               $29,013
         5         $29,295                $29,805               $29,272
         6         $29,438                $30,058               $29,482
         7         $29,555                $30,122               $29,538
         8         $29,847                $30,612               $29,899
         9         $30,267                $31,329               $30,560
        10         $30,025                $31,163               $30,337
        11         $30,331                $31,340               $30,476
        12         $30,450                $31,434               $30,577
      99:1         $30,745                $31,659               $30,772
         2         $30,300                $31,106               $30,200
         3         $30,534                $31,278               $30,417
         4         $30,659                $31,377               $30,509
         5         $30,543                $31,104               $30,191
         6         $30,468                $31,003               $30,080
         7         $30,324                $30,871               $29,977
         8         $30,261                $30,856               $29,929
         9         $30,582                $31,214               $30,229
        10         $30,633                $31,329               $30,268
        11         $30,681                $31,327               $30,292
        12         $30,647                $31,176               $30,162
      00:1         $30,538                $31,074               $30,050
         2         $30,851                $31,450               $30,342
         3         $31,167                $31,864               $30,691
         4         $30,951                $31,773               $30,522
         5         $30,788                $31,758               $30,461
         6         $31,430                $32,419               $31,076
         7         $31,655                $32,713               $31,316
         8         $32,017                $33,187               $31,723
         9         $32,223                $33,396               $31,926
        10         $32,119                $33,617               $31,996
        11         $32,510                $34,166               $32,447
        12         $33,211                $34,800               $33,064
      01:1         $33,857                $35,369               $33,616
         2         $34,014                $35,677               $33,915
         3         $34,134                $35,857               $34,064
         4         $33,939                $35,708               $33,880
         5         $34,168                $35,923               $34,070
         6         $34,201                $36,059               $34,172
         7         $34,814                $36,865               $34,931
         8         $35,151                $37,287               $35,284
         9         $35,380                $37,722               $35,583
        10         $36,085                $38,511               $36,235
        11         $35,761                $37,980               $35,793
        12         $35,598                $37,739               $35,553
      02:1         $35,825                $38,044               $35,773
         2         $35,965                $38,413               $36,052
         3         $35,410                $37,774               $35,483
         4         $35,794                $38,507               $36,068
         5         $36,139                $38,834               $36,349
         6         $35,969                $39,170               $36,437
         7         $36,199                $39,642               $36,663
         8         $36,887                $40,312               $37,278
         9         $37,320                $40,964               $37,766
        10         $37,222                $40,778               $37,566
        11         $37,455                $40,767               $37,653
        12         $38,146                $41,609               $38,405
      03:1         $38,217                $41,645               $38,458
         2         $38,728                $42,221               $38,986
         3         $38,722                $42,188               $38,979
         4         $39,215                $42,536               $39,369
         5         $39,895                $43,329               $40,088
         6         $39,765                $43,243               $40,040
         7         $38,399                $41,790               $38,745
         8         $38,772                $42,067               $38,983
         9         $39,706                $43,181               $39,974
        10         $39,484                $42,778               $39,659
        11         $39,629                $42,880               $39,762
        12         $40,090                $43,317               $40,141
     04:01         $40,412                $43,665               $40,436
         2         $40,777                $44,138               $40,802
         3         $41,054                $44,468               $41,090
         4         $40,098                $43,312               $40,119
         5         $39,889                $43,138               $39,925
         6         $40,081                $43,382               $40,105
         7         $40,424                $43,812               $40,457
         8         $41,061                $44,648               $41,147
         9         $41,190                $44,769               $41,256
        10         $41,579                $45,144               $41,571
        11         $41,343                $44,784               $41,316
        12         $41,722                $45,196               $41,659
     05:01         $41,980                $45,480               $41,846
         2         $41,821                $45,211               $41,660
         3         $41,551                $44,979               $41,406
         4         $41,982                $45,588               $41,880
         5         $42,427                $46,081               $42,264
         6         $42,673                $46,332               $42,485
         7         $42,406                $45,911               $42,164
         8         $42,870                $46,499               $42,638
         9         $42,569                $46,020               $42,224
        10         $42,243                $45,656               $41,895
        11         $42,409                $45,858               $42,045
        12         $42,747                $46,294               $42,388
     06:01         $42,806                $46,297               $42,417
         2         $42,992                $46,450               $42,541
         3         $42,582                $45,995               $42,158

- --------------------------------------------------------------------------------
Short Duration Plus
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                   Short                                    Merrill Lynch 1-3-
               Duration Plus     Lipper Short Investment   Year Treasury Index
  Yr:Month   (after all costs)     Grade Bond Composite     (before all costs)
  --------   -----------------   -----------------------   -------------------
    96:3          $25,000                $25,000                 $25,000
       4          $25,051                $25,010                 $25,021
       5          $25,101                $25,050                 $25,072
       6          $25,244                $25,223                 $25,252
       7          $25,364                $25,319                 $25,352
       8          $25,475                $25,395                 $25,439
       9          $25,693                $25,623                 $25,669
      10          $25,999                $25,887                 $25,959
      11          $26,172                $26,092                 $26,157
      12          $26,154                $26,092                 $26,157
    97:1          $26,298                $26,206                 $26,280
       2          $26,369                $26,282                 $26,340
       3          $26,362                $26,254                 $26,330
       4          $26,544                $26,453                 $26,545
       5          $26,705                $26,633                 $26,726
       6          $26,868                $26,806                 $26,911
       7          $27,072                $27,098                 $27,206
       8          $27,138                $27,112                 $27,231
       9          $27,288                $27,310                 $27,438
      10          $27,453                $27,463                 $27,642
      11          $27,524                $27,526                 $27,709
      12          $27,603                $27,683                 $27,898
    98:1          $27,848                $27,924                 $28,169
       2          $27,885                $27,954                 $28,193
       3          $27,949                $28,060                 $28,308
       4          $28,072                $28,184                 $28,441
       5          $28,193                $28,331                 $28,592
       6          $28,303                $28,455                 $28,741
       7          $28,455                $28,572                 $28,875
       8          $28,650                $28,766                 $29,238
       9          $28,954                $29,106                 $29,626
      10          $28,986                $29,091                 $29,771
      11          $29,087                $29,152                 $29,745
      12          $29,240                $29,260                 $29,850
    99:1          $29,377                $29,392                 $29,969
       2          $29,282                $29,265                 $29,822
       3          $29,497                $29,485                 $30,030
       4          $29,604                $29,594                 $30,126
       5          $29,657                $29,538                 $30,107
       6          $29,753                $29,585                 $30,201
       7          $29,831                $29,611                 $30,297
       8          $29,895                $29,659                 $30,384
       9          $30,061                $29,869                 $30,582
      10          $30,144                $29,941                 $30,663
      11          $30,250                $30,028                 $30,721
      12          $30,346                $30,076                 $30,765
    00:1          $30,339                $30,067                 $30,754
       2          $30,508                $30,259                 $30,958
       3          $30,656                $30,432                 $31,150
       4          $30,671                $30,444                 $31,231
       5          $30,763                $30,523                 $31,360
       6          $31,095                $30,874                 $31,685
       7          $31,228                $31,059                 $31,885
       8          $31,439                $31,302                 $32,121
       9          $31,675                $31,558                 $32,352
      10          $31,655                $31,644                 $32,525
      11          $31,895                $31,913                 $32,833
      12          $32,263                $32,286                 $33,225
    01:1          $32,682                $32,719                 $33,641
       2          $32,857                $32,928                 $33,860
       3          $33,133                $33,155                 $34,142
       4          $33,231                $33,228                 $34,233
       5          $33,454                $33,424                 $34,426
       6          $33,591                $33,545                 $34,543
       7          $33,978                $33,964                 $34,931
       8          $34,235                $34,161                 $35,132
       9          $34,651                $34,506                 $35,711
      10          $35,025                $34,782                 $36,048
      11          $34,908                $34,625                 $35,970
      12          $34,956                $34,580                 $35,983
    02:1          $35,080                $34,681                 $36,056
       2          $35,124                $34,785                 $36,230
       3          $34,972                $34,586                 $35,985
       4          $35,240                $34,863                 $36,387
       5          $35,425                $35,055                 $36,534
       6          $35,627                $35,100                 $36,840
       7          $35,888                $35,237                 $37,290
       8          $36,008                $35,459                 $37,418
       9          $36,306                $35,694                 $37,727
      10          $36,304                $35,711                 $37,813
      11          $36,382                $35,737                 $37,699
      12          $36,737                $36,085                 $38,054
    03:1          $36,788                $36,147                 $38,049
       2          $36,999                $36,358                 $38,208
       3          $37,030                $36,406                 $38,277
       4          $37,178                $36,558                 $38,349
       5          $37,384                $36,787                 $38,492
       6          $37,434                $36,846                 $38,551
       7          $37,186                $36,490                 $38,342
       8          $37,226                $36,527                 $38,367
       9          $37,549                $36,915                 $38,716
      10          $37,450                $36,792                 $38,572
      11          $37,493                $36,798                 $38,552
      12          $37,680                $36,988                 $38,775
   04:01          $37,799                $37,094                 $38,854
       2          $37,971                $37,265                 $39,040
       3          $38,120                $37,387                 $39,162
       4          $37,735                $37,026                 $38,785
       5          $37,634                $36,955                 $38,749
       6          $37,681                $36,978                 $38,746
       7          $37,814                $37,113                 $38,886
       8          $38,039                $37,349                 $39,155
       9          $38,062                $37,357                 $39,120
      10          $38,179                $37,467                 $39,240
      11          $38,058                $37,364                 $39,046
      12          $38,157                $37,459                 $39,127
   05:01          $38,196                $37,457                 $39,113
       2          $38,115                $37,423                 $39,025
       3          $38,039                $37,373                 $39,027
       4          $38,237                $37,550                 $39,246
       5          $38,342                $37,677                 $39,394
       6          $38,417                $37,775                 $39,470
       7          $38,345                $37,705                 $39,359
       8          $38,552                $37,909                 $39,603
       9          $38,481                $37,844                 $39,505
      10          $38,446                $37,813                 $39,502
      11          $38,545                $37,915                 $39,627
      12          $38,674                $38,051                 $39,779
   06:01          $38,738                $38,146                 $39,845
       2          $38,807                $38,217                 $39,878
       3          $38,863                $38,248                 $39,932

- --------------------------------------------------------------------------------
U.S. Government Short Duration
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                U.S. Government                            Merrill Lynch 1-3-
                 Short Duration      Lipper Short U.S.    Year Treasury Index
    Yr:Month   (after all costs)   Gov't Bond Composite   (before all costs)
    --------   -----------------   --------------------   -------------------
      96:3          $25,000               $25,000               $25,000
         4          $24,986               $25,005               $25,021
         5          $25,015               $25,035               $25,072
         6          $25,174               $25,203               $25,252
         7          $25,270               $25,286               $25,352
         8          $25,356               $25,354               $25,439
         9          $25,551               $25,572               $25,669
        10          $25,829               $25,841               $25,959
        11          $26,000               $26,040               $26,157
        12          $25,955               $26,032               $26,157
      97:1          $26,093               $26,154               $26,280
         2          $26,160               $26,222               $26,340
         3          $26,154               $26,175               $26,330
         4          $26,333               $26,366               $26,545
         5          $26,494               $26,522               $26,726
         6          $26,657               $26,662               $26,911
         7          $26,860               $26,940               $27,206
         8          $26,906               $26,950               $27,231
         9          $27,052               $27,136               $27,438
        10          $27,238               $27,326               $27,642
        11          $27,286               $27,386               $27,709
        12          $27,420               $27,521               $27,898
      98:1          $27,618               $27,754               $28,169
         2          $27,652               $27,774               $28,193
         3          $27,734               $27,866               $28,308
         4          $27,834               $27,974               $28,441
         5          $27,950               $28,117               $28,592
         6          $28,076               $28,241               $28,741
         7          $28,220               $28,354               $28,875
         8          $28,453               $28,643               $29,238
         9          $28,770               $28,992               $29,626
        10          $28,855               $29,041               $29,771
        11          $28,875               $29,036               $29,745
        12          $28,943               $29,120               $29,850
      99:1          $29,052               $29,260               $29,969
         2          $28,964               $29,146               $29,822
         3          $29,158               $29,318               $30,030
         4          $29,266               $29,432               $30,126
         5          $29,256               $29,405               $30,107
         6          $29,329               $29,414               $30,201
         7          $29,407               $29,452               $30,297
         8          $29,469               $29,505               $30,384
         9          $29,652               $29,691               $30,582
        10          $29,735               $29,769               $30,663
        11          $29,811               $29,846               $30,721
        12          $29,836               $29,855               $30,765
      00:1          $29,835               $29,876               $30,754
         2          $30,004               $30,046               $30,958
         3          $30,153               $30,283               $31,150
         4          $30,271               $30,392               $31,231
         5          $30,359               $30,444               $31,360
         6          $30,632               $30,749               $31,685
         7          $30,787               $30,930               $31,885
         8          $31,016               $31,159               $32,121
         9          $31,223               $31,383               $32,352
        10          $31,378               $31,562               $32,525
        11          $31,663               $31,871               $32,833
        12          $32,025               $32,203               $33,225
      01:1          $32,414               $32,615               $33,641
         2          $32,592               $32,863               $33,860
         3          $32,791               $33,073               $34,142
         4          $32,868               $33,166               $34,233
         5          $33,019               $33,358               $34,426
         6          $33,089               $33,448               $34,543
         7          $33,453               $33,803               $34,931
         8          $33,704               $33,985               $35,132
         9          $34,226               $34,431               $35,711
        10          $34,552               $34,730               $36,048
        11          $34,430               $34,602               $35,970
        12          $34,442               $34,567               $35,983
      02:1          $34,531               $34,674               $36,056
         2          $34,703               $34,848               $36,230
         3          $34,527               $34,645               $35,985
         4          $34,883               $34,981               $36,387
         5          $35,007               $35,132               $36,534
         6          $35,255               $35,350               $36,840
         7          $35,641               $35,686               $37,290
         8          $35,785               $35,835               $37,418
         9          $36,081               $36,064               $37,727
        10          $36,140               $36,119               $37,813
        11          $36,034               $36,035               $37,699
        12          $36,385               $36,331               $38,054
      03:1          $36,416               $36,340               $38,049
         2          $36,573               $36,502               $38,208
         3          $36,586               $36,524               $38,277
         4          $36,682               $36,595               $38,349
         5          $36,862               $36,708               $38,492
         6          $36,868               $36,726               $38,551
         7          $36,570               $36,450               $38,342
         8          $36,554               $36,460               $38,367
         9          $36,837               $36,750               $38,716
        10          $36,737               $36,625               $38,572
        11          $36,750               $36,623               $38,552
        12          $36,909               $36,788               $38,775
     04:01          $36,986               $36,861               $38,854
         2          $37,172               $37,011               $39,040
         3          $37,307               $37,098               $39,162
         4          $36,923               $36,774               $38,785
         5          $36,816               $36,674               $38,749
         6          $36,828               $36,691               $38,746
         7          $36,983               $36,821               $38,886
         8          $37,165               $37,041               $39,155
         9          $37,178               $37,008               $39,120
        10          $37,309               $37,110               $39,240
        11          $37,177               $36,983               $39,046
        12          $37,255               $37,060               $39,127
     05:01          $37,278               $37,063               $39,113
         2          $37,216               $36,994               $39,025
         3          $37,156               $36,964               $39,027
         4          $37,332               $37,140               $39,246
         5          $37,447               $37,280               $39,394
         6          $37,506               $37,354               $39,470
         7          $37,421               $37,267               $39,359
         8          $37,603               $37,463               $39,603
         9          $37,513               $37,388               $39,505
        10          $37,487               $37,355               $39,502
        11          $37,558               $37,439               $39,627
        12          $37,688               $37,571               $39,779
     06:01          $37,755               $37,657               $39,845
         2          $37,790               $37,704               $39,878
         3          $37,818               $37,727               $39,932

Each chart shows the growth of $25,000 for the 10-year period ending March 31,
2006, or if the Portfolio's inception date is less than 10 years ago, growth is
shown from the first full month after its inception date.

*     Portfolio, benchmark and Lipper returns are from the close of business on
      March 31, 1996 (except Emerging Markets Portfolio which is from December
      31, 1995 and International Portfolio which is from April 30, 1999) through
      the close of business on March 31, 2006.

+     Reflects the growth of $25,000 in the Portfolio after deduction of the
      purchase fee each investor must pay to the Portfolio upon making an
      investment in the Portfolio (except for reinvested capital gains and
      dividends) and the redemption fee payable on closing out an investment in
      the Portfolio. The starting point for the indices is $25,000. The starting
      point for the Portfolio is $24,750, which reflects the deduction of the 1%
      purchase fee. The redemption fee is deducted from the last month's return.
      Before purchase and redemption charges and excluding these fees, an
      investment of $25,000 in this Portfolio would have increased to $64,962.
      Prior to May 2, 2005, the Portfolio imposed a 2% fee on purchases and
      redemptions. Effective May 2, 2005, the fees were reduced from 2% to 1%.
      The fees are retained by the Portfolio, not paid to Bernstein.

       See Historical Performance and Benchmark Disclosures on pages 8-9.
                 (Historical Performance continued on next page)


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  11



- --------------------------------------------------------------------------------
(Historical Performance continued from previous page)

Sanford C. Bernstein Fund, Inc. Municipal Bond Portfolio (Intermediate and Short
Duration)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Short Duration Diversified Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

             Short Duration       Lehman Brothers One-Year
          Diversified Municipal       Municipal Index         Lipper Short-Term
Yr:Month    (after all costs)        (before all costs)      Municipal Composite
- --------  ---------------------   ------------------------   -------------------
  96:3           $25,000                  $25,000                  $25,000
     4           $25,030                  $25,059                  $25,028
     5           $25,093                  $25,122                  $25,083
     6           $25,172                  $25,245                  $25,173
     7           $25,279                  $25,351                  $25,289
     8           $25,314                  $25,401                  $25,344
     9           $25,435                  $25,516                  $25,468
    10           $25,532                  $25,646                  $25,609
    11           $25,688                  $25,801                  $25,767
    12           $25,734                  $25,857                  $25,809
  97:1           $25,854                  $26,006                  $25,899
     2           $25,917                  $26,089                  $26,010
     3           $25,892                  $26,076                  $25,943
     4           $25,972                  $26,181                  $26,031
     5           $26,107                  $26,313                  $26,190
     6           $26,209                  $26,417                  $26,323
     7           $26,330                  $26,579                  $26,536
     8           $26,365                  $26,613                  $26,536
     9           $26,496                  $26,750                  $26,717
    10           $26,577                  $26,854                  $26,813
    11           $26,634                  $26,936                  $26,893
    12           $26,753                  $27,057                  $27,039
  98:1           $26,873                  $27,198                  $27,177
     2           $26,956                  $27,292                  $27,242
     3           $27,016                  $27,371                  $27,299
     4           $27,056                  $27,404                  $27,299
     5           $27,173                  $27,547                  $27,468
     6           $27,235                  $27,648                  $27,562
     7           $27,336                  $27,743                  $27,650
     8           $27,460                  $27,910                  $27,849
     9           $27,562                  $28,043                  $27,994
    10           $27,660                  $28,176                  $28,089
    11           $27,740                  $28,260                  $28,142
    12           $27,807                  $28,339                  $28,235
  99:1           $27,946                  $28,498                  $28,388
     2           $28,046                  $28,600                  $28,390
     3           $28,085                  $28,624                  $28,430
     4           $28,141                  $28,690                  $28,501
     5           $28,187                  $28,746                  $28,513
     6           $28,182                  $28,721                  $28,413
     7           $28,252                  $28,824                  $28,504
     8           $28,284                  $28,894                  $28,507
     9           $28,363                  $28,991                  $28,575
    10           $28,391                  $29,055                  $28,584
    11           $28,501                  $29,144                  $28,681
    12           $28,521                  $29,169                  $28,684
  00:1           $28,607                  $29,279                  $28,701
     2           $28,675                  $29,368                  $28,807
     3           $28,791                  $29,495                  $28,945
     4           $28,833                  $29,565                  $28,974
     5           $28,867                  $29,614                  $29,006
     6           $29,098                  $29,857                  $29,244
     7           $29,241                  $30,024                  $29,422
     8           $29,383                  $30,178                  $29,578
     9           $29,433                  $30,245                  $29,646
    10           $29,552                  $30,388                  $29,771
    11           $29,643                  $30,502                  $29,872
    12           $29,857                  $30,730                  $30,114
  01:1           $30,124                  $31,094                  $30,367
     2           $30,222                  $31,197                  $30,476
     3           $30,361                  $31,359                  $30,632
     4           $30,412                  $31,418                  $30,653
     5           $30,602                  $31,641                  $30,849
     6           $30,694                  $31,765                  $30,973
     7           $30,862                  $31,904                  $31,143
     8           $31,052                  $32,096                  $31,355
     9           $31,193                  $32,253                  $31,443
    10           $31,332                  $32,393                  $31,575
    11           $31,321                  $32,423                  $31,518
    12           $31,383                  $32,504                  $31,543
  02:1           $31,612                  $32,767                  $31,723
     2           $31,768                  $32,885                  $31,875
     3           $31,520                  $32,655                  $31,665
     4           $31,773                  $32,903                  $31,915
     5           $31,929                  $33,048                  $32,030
     6           $32,125                  $33,210                  $32,200
     7           $32,246                  $33,332                  $32,341
     8           $32,319                  $33,443                  $32,468
     9           $32,382                  $33,518                  $32,600
    10           $32,296                  $33,469                  $32,462
    11           $32,393                  $33,542                  $32,523
    12           $32,543                  $33,755                  $32,770
  03:1           $32,616                  $33,833                  $32,825
     2           $32,711                  $33,918                  $32,986
     3           $32,719                  $33,918                  $32,948
     4           $32,757                  $33,958                  $33,022
     5           $32,922                  $34,067                  $33,232
     6           $32,903                  $34,111                  $33,230
     7           $32,751                  $34,097                  $33,024
     8           $32,807                  $34,142                  $33,109
     9           $33,020                  $34,302                  $33,381
    10           $33,025                  $34,264                  $33,335
    11           $33,076                  $34,297                  $33,395
    12           $33,147                  $34,334                  $33,438
 04:01           $33,226                  $34,407                  $33,515
     2           $33,301                  $34,529                  $33,674
     3           $33,296                  $34,534                  $33,606
     4           $33,191                  $34,451                  $33,379
     5           $33,130                  $34,397                  $33,324
     6           $33,178                  $34,430                  $33,353
     7           $33,305                  $34,565                  $33,489
     8           $33,427                  $34,712                  $33,679
     9           $33,420                  $34,690                  $33,695
    10           $33,466                  $34,690                  $33,740
    11           $33,408                  $34,646                  $33,659
    12           $33,511                  $34,700                  $33,766
 05:01           $33,538                  $34,727                  $33,755
     2           $33,484                  $34,723                  $33,744
     3           $33,437                  $34,695                  $33,702
     4           $33,580                  $34,762                  $33,791
     5           $33,614                  $34,806                  $33,837
     6           $33,729                  $34,950                  $33,950
     7           $33,740                  $34,970                  $33,966
     8           $33,833                  $35,028                  $34,039
     9           $33,874                  $35,092                  $34,076
    10           $33,868                  $35,102                  $34,089
    11           $33,887                  $35,127                  $34,128
    12           $33,990                  $35,217                  $34,237
 06:01           $34,065                  $35,317                  $34,323
     2           $34,105                  $35,351                  $34,385
     3           $34,131                  $35,376                  $34,409

- --------------------------------------------------------------------------------
Short Duration California Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

              Short Duration           Lehman Brothers
           California Municipal   One-Year Municipal Index    Lipper Short-Term
Yr:Month    (after all costs)        (before all costs)      Municipal Composite
- --------   --------------------   ------------------------   -------------------
  96:3           $25,000                 $25,000                  $25,000
     4           $25,044                 $25,059                  $25,028
     5           $25,086                 $25,122                  $25,083
     6           $25,184                 $25,245                  $25,173
     7           $25,291                 $25,351                  $25,289
     8           $25,329                 $25,401                  $25,344
     9           $25,432                 $25,516                  $25,468
    10           $25,551                 $25,646                  $25,609
    11           $25,688                 $25,801                  $25,767
    12           $25,732                 $25,857                  $25,809
  97:1           $25,830                 $26,006                  $25,899
     2           $25,890                 $26,089                  $26,010
     3           $25,884                 $26,076                  $25,943
     4           $25,961                 $26,181                  $26,031
     5           $26,054                 $26,313                  $26,190
     6           $26,154                 $26,417                  $26,323
     7           $26,292                 $26,579                  $26,536
     8           $26,321                 $26,613                  $26,536
     9           $26,422                 $26,750                  $26,717
    10           $26,492                 $26,854                  $26,813
    11           $26,542                 $26,936                  $26,893
    12           $26,659                 $27,057                  $27,039
  98:1           $26,773                 $27,198                  $27,177
     2           $26,852                 $27,292                  $27,242
     3           $26,907                 $27,371                  $27,299
     4           $26,918                 $27,404                  $27,299
     5           $27,028                 $27,547                  $27,468
     6           $27,110                 $27,648                  $27,562
     7           $27,236                 $27,743                  $27,650
     8           $27,355                 $27,910                  $27,849
     9           $27,472                 $28,043                  $27,994
    10           $27,590                 $28,176                  $28,089
    11           $27,670                 $28,260                  $28,142
    12           $27,699                 $28,339                  $28,235
  99:1           $27,835                 $28,498                  $28,388
     2           $27,913                 $28,600                  $28,390
     3           $27,926                 $28,624                  $28,430
     4           $27,999                 $28,690                  $28,501
     5           $28,015                 $28,746                  $28,513
     6           $28,005                 $28,721                  $28,413
     7           $28,099                 $28,824                  $28,504
     8           $28,149                 $28,894                  $28,507
     9           $28,269                 $28,991                  $28,575
    10           $28,296                 $29,055                  $28,584
    11           $28,358                 $29,144                  $28,681
    12           $28,354                 $29,169                  $28,684
  00:1           $28,456                 $29,279                  $28,701
     2           $28,565                 $29,368                  $28,807
     3           $28,671                 $29,495                  $28,945
     4           $28,682                 $29,565                  $28,974
     5           $28,753                 $29,614                  $29,006
     6           $28,981                 $29,857                  $29,244
     7           $29,119                 $30,024                  $29,422
     8           $29,285                 $30,178                  $29,578
     9           $29,361                 $30,245                  $29,646
    10           $29,478                 $30,388                  $29,771
    11           $29,573                 $30,502                  $29,872
    12           $29,737                 $30,730                  $30,114
  01:1           $30,018                 $31,094                  $30,367
     2           $30,111                 $31,197                  $30,476
     3           $30,227                 $31,359                  $30,632
     4           $30,230                 $31,418                  $30,653
     5           $30,418                 $31,641                  $30,849
     6           $30,507                 $31,765                  $30,973
     7           $30,649                 $31,904                  $31,143
     8           $30,781                 $32,096                  $31,355
     9           $30,867                 $32,253                  $31,443
    10           $30,969                 $32,393                  $31,575
    11           $31,012                 $32,423                  $31,518
    12           $31,049                 $32,504                  $31,543
  02:1           $31,251                 $32,767                  $31,723
     2           $31,303                 $32,885                  $31,875
     3           $31,126                 $32,655                  $31,665
     4           $31,296                 $32,903                  $31,915
     5           $31,397                 $33,048                  $32,030
     6           $31,486                 $33,210                  $32,200
     7           $31,568                 $33,332                  $32,341
     8           $31,675                 $33,443                  $32,468
     9           $31,753                 $33,518                  $32,600
    10           $31,629                 $33,469                  $32,462
    11           $31,662                 $33,542                  $32,523
    12           $31,862                 $33,755                  $32,770
  03:1           $31,914                 $33,833                  $32,825
     2           $32,015                 $33,918                  $32,986
     3           $32,033                 $33,918                  $32,948
     4           $32,057                 $33,958                  $33,022
     5           $32,206                 $34,067                  $33,232
     6           $32,172                 $34,111                  $33,230
     7           $32,006                 $34,097                  $33,024
     8           $32,071                 $34,142                  $33,109
     9           $32,271                 $34,302                  $33,381
    10           $32,237                 $34,264                  $33,335
    11           $32,302                 $34,297                  $33,395
    12           $32,344                 $34,334                  $33,438
 04:01           $32,412                 $34,407                  $33,515
     2           $32,505                 $34,529                  $33,674
     3           $32,495                 $34,534                  $33,606
     4           $32,365                 $34,451                  $33,379
     5           $32,330                 $34,397                  $33,324
     6           $32,376                 $34,430                  $33,353
     7           $32,474                 $34,565                  $33,489
     8           $32,541                 $34,712                  $33,679
     9           $32,532                 $34,690                  $33,695
    10           $32,578                 $34,690                  $33,740
    11           $32,520                 $34,646                  $33,659
    12           $32,592                 $34,700                  $33,766
 05:01           $32,643                 $34,727                  $33,755
     2           $32,587                 $34,723                  $33,744
     3           $32,536                 $34,695                  $33,702
     4           $32,643                 $34,762                  $33,791
     5           $32,676                 $34,806                  $33,837
     6           $32,806                 $34,950                  $33,950
     7           $32,807                 $34,970                  $33,966
     8           $32,862                 $35,028                  $34,039
     9           $32,892                 $35,092                  $34,076
    10           $32,902                 $35,102                  $34,089
    11           $32,910                 $35,127                  $34,128
    12           $32,973                 $35,217                  $34,237
 06:01           $33,062                 $35,317                  $34,323
     2           $33,091                 $35,351                  $34,385
     3           $33,105                 $35,376                  $34,409

- --------------------------------------------------------------------------------
Short Duration New York Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

              Short Duration          Lehman Brothers
            New York Municipal   One-Year Municipal Index    Lipper Short-Term
Yr:Month    (after all costs)        (before all costs)      Municipal Composite
- --------   --------------------   ------------------------   -------------------
  96:3           $25,000                  $25,000                  $25,000
     4           $25,021                  $25,059                  $25,028
     5           $25,082                  $25,122                  $25,083
     6           $25,161                  $25,245                  $25,173
     7           $25,273                  $25,351                  $25,289
     8           $25,270                  $25,401                  $25,344
     9           $25,401                  $25,516                  $25,468
    10           $25,529                  $25,646                  $25,609
    11           $25,656                  $25,801                  $25,767
    12           $25,688                  $25,857                  $25,809
  97:1           $25,796                  $26,006                  $25,899
     2           $25,862                  $26,089                  $26,010
     3           $25,842                  $26,076                  $25,943
     4           $25,930                  $26,181                  $26,031
     5           $26,033                  $26,313                  $26,190
     6           $26,140                  $26,417                  $26,323
     7           $26,267                  $26,579                  $26,536
     8           $26,283                  $26,613                  $26,536
     9           $26,416                  $26,750                  $26,717
    10           $26,498                  $26,854                  $26,813
    11           $26,554                  $26,936                  $26,893
    12           $26,652                  $27,057                  $27,039
  98:1           $26,777                  $27,198                  $27,177
     2           $26,841                  $27,292                  $27,242
     3           $26,904                  $27,371                  $27,299
     4           $26,924                  $27,404                  $27,299
     5           $27,041                  $27,547                  $27,468
     6           $27,126                  $27,648                  $27,562
     7           $27,209                  $27,743                  $27,650
     8           $27,332                  $27,910                  $27,849
     9           $27,434                  $28,043                  $27,994
    10           $27,533                  $28,176                  $28,089
    11           $27,596                  $28,260                  $28,142
    12           $27,655                  $28,339                  $28,235
  99:1           $27,798                  $28,498                  $28,388
     2           $27,860                  $28,600                  $28,390
     3           $27,922                  $28,624                  $28,430
     4           $27,963                  $28,690                  $28,501
     5           $27,992                  $28,746                  $28,513
     6           $27,970                  $28,721                  $28,413
     7           $28,051                  $28,824                  $28,504
     8           $28,092                  $28,894                  $28,507
     9           $28,158                  $28,991                  $28,575
    10           $28,194                  $29,055                  $28,584
    11           $28,291                  $29,144                  $28,681
    12           $28,292                  $29,169                  $28,684
  00:1           $28,365                  $29,279                  $28,701
     2           $28,455                  $29,368                  $28,807
     3           $28,546                  $29,495                  $28,945
     4           $28,593                  $29,565                  $28,974
     5           $28,648                  $29,614                  $29,006
     6           $28,860                  $29,857                  $29,244
     7           $28,999                  $30,024                  $29,422
     8           $29,115                  $30,178                  $29,578
     9           $29,184                  $30,245                  $29,646
    10           $29,295                  $30,388                  $29,771
    11           $29,410                  $30,502                  $29,872
    12           $29,644                  $30,730                  $30,114
  01:1           $29,881                  $31,094                  $30,367
     2           $29,978                  $31,197                  $30,476
     3           $30,138                  $31,359                  $30,632
     4           $30,136                  $31,418                  $30,653
     5           $30,344                  $31,641                  $30,849
     6           $30,429                  $31,765                  $30,973
     7           $30,571                  $31,904                  $31,143
     8           $30,747                  $32,096                  $31,355
     9           $30,805                  $32,253                  $31,443
    10           $30,961                  $32,393                  $31,575
    11           $30,946                  $32,423                  $31,518
    12           $30,979                  $32,504                  $31,543
  02:1           $31,206                  $32,767                  $31,723
     2           $31,312                  $32,885                  $31,875
     3           $31,136                  $32,655                  $31,665
     4           $31,307                  $32,903                  $31,915
     5           $31,413                  $33,048                  $32,030
     6           $31,526                  $33,210                  $32,200
     7           $31,618                  $33,332                  $32,341
     8           $31,712                  $33,443                  $32,468
     9           $31,773                  $33,518                  $32,600
    10           $31,683                  $33,469                  $32,462
    11           $31,721                  $33,542                  $32,523
    12           $31,932                  $33,755                  $32,770
  03:1           $31,970                  $33,833                  $32,825
     2           $32,081                  $33,918                  $32,986
     3           $32,057                  $33,918                  $32,948
     4           $32,115                  $33,958                  $33,022
     5           $32,301                  $34,067                  $33,232
     6           $32,277                  $34,111                  $33,230
     7           $32,114                  $34,097                  $33,024
     8           $32,184                  $34,142                  $33,109
     9           $32,384                  $34,302                  $33,381
    10           $32,380                  $34,264                  $33,335
    11           $32,450                  $34,297                  $33,395
    12           $32,505                  $34,334                  $33,438
 04:01           $32,559                  $34,407                  $33,515
     2           $32,661                  $34,529                  $33,674
     3           $32,631                  $34,534                  $33,606
     4           $32,501                  $34,451                  $33,379
     5           $32,466                  $34,397                  $33,324
     6           $32,512                  $34,430                  $33,353
     7           $32,613                  $34,565                  $33,489
     8           $32,737                  $34,712                  $33,679
     9           $32,759                  $34,690                  $33,695
    10           $32,782                  $34,690                  $33,740
    11           $32,755                  $34,646                  $33,659
    12           $32,833                  $34,700                  $33,766
 05:01           $32,913                  $34,727                  $33,755
     2           $32,830                  $34,723                  $33,744
     3           $32,780                  $34,695                  $33,702
     4           $32,945                  $34,762                  $33,791
     5           $33,003                  $34,806                  $33,837
     6           $33,110                  $34,950                  $33,950
     7           $33,088                  $34,970                  $33,966
     8           $33,174                  $35,028                  $34,039
     9           $33,207                  $35,092                  $34,076
    10           $33,193                  $35,102                  $34,089
    11           $33,234                  $35,127                  $34,128
    12           $33,332                  $35,217                  $34,237
 06:01           $33,401                  $35,317                  $34,323
     2           $33,437                  $35,351                  $34,385
     3           $33,458                  $35,376                  $34,409

- --------------------------------------------------------------------------------
Diversified Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                                                             Lehman Brothers
           Diversified Municipal   Lipper Intermediate   Five-year G/O Index
Yr:Month     (after all costs)     Municipal Composite    (before all costs)
- --------   ---------------------   -------------------   -------------------
  96:3            $25,000                $25,000               $25,000
     4            $24,949                $24,953               $24,963
     5            $24,952                $24,940               $24,933
     6            $25,118                $25,090               $25,110
     7            $25,298                $25,310               $25,275
     8            $25,276                $25,316               $25,328
     9            $25,508                $25,531               $25,518
    10            $25,717                $25,776               $25,756
    11            $26,096                $26,160               $26,114
    12            $26,029                $26,081               $26,074
  97:1            $26,126                $26,136               $26,145
     2            $26,283                $26,327               $26,331
     3            $26,071                $26,053               $26,033
     4            $26,229                $26,181               $26,163
     5            $26,498                $26,492               $26,448
     6            $26,694                $26,731               $26,681
     7            $27,185                $27,314               $27,164
     8            $27,039                $27,090               $27,020
     9            $27,282                $27,369               $27,263
    10            $27,379                $27,494               $27,430
    11            $27,470                $27,596               $27,517
    12            $27,768                $27,941               $27,765
  98:1            $27,962                $28,176               $28,009
     2            $28,000                $28,187               $28,043
     3            $28,020                $28,187               $28,091
     4            $27,975                $28,038               $27,956
     5            $28,229                $28,433               $28,288
     6            $28,312                $28,513               $28,376
     7            $28,388                $28,561               $28,478
     8            $28,672                $28,978               $28,863
     9            $28,914                $29,291               $29,157
    10            $28,969                $29,282               $29,218
    11            $28,987                $29,335               $29,259
    12            $29,052                $29,435               $29,388
  99:1            $29,356                $29,770               $29,685
     2            $29,309                $29,601               $29,649
     3            $29,331                $29,574               $29,691
     4            $29,408                $29,654               $29,777
     5            $29,327                $29,476               $29,676
     6            $29,073                $29,054               $29,346
     7            $29,171                $29,188               $29,502
     8            $29,124                $29,042               $29,502
     9            $29,136                $29,054               $29,605
    10            $29,014                $28,842               $29,540
    11            $29,251                $29,084               $29,696
    12            $29,184                $28,947               $29,598
  00:1            $29,134                $28,811               $29,585
     2            $29,284                $29,030               $29,676
     3            $29,675                $29,439               $29,942
     4            $29,620                $29,322               $29,883
     5            $29,537                $29,187               $29,871
     6            $30,051                $29,797               $30,423
     7            $30,337                $30,131               $30,755
     8            $30,650                $30,498               $31,078
     9            $30,606                $30,407               $31,026
    10            $30,847                $30,635               $31,246
    11            $30,983                $30,779               $31,368
    12            $31,462                $31,425               $31,871
  01:1            $31,806                $31,771               $32,423
     2            $31,901                $31,863               $32,501
     3            $32,174                $32,111               $32,760
     4            $31,993                $31,790               $32,587
     5            $32,318                $32,105               $32,909
     6            $32,476                $32,310               $33,054
     7            $32,804                $32,698               $33,424
     8            $33,202                $33,192               $33,872
     9            $33,248                $33,139               $33,957
    10            $33,505                $33,447               $34,208
    11            $33,336                $33,082               $33,955
    12            $33,189                $32,834               $33,778
  02:1            $33,590                $33,307               $34,319
     2            $33,871                $33,690               $34,700
     3            $33,406                $33,070               $34,002
     4            $33,902                $33,712               $34,764
     5            $34,070                $33,897               $34,993
     6            $34,369                $34,246               $35,375
     7            $34,676                $34,647               $35,760
     8            $34,939                $34,976               $36,095
     9            $35,381                $35,610               $36,561
    10            $34,971                $35,040               $36,200
    11            $34,889                $34,882               $36,153
    12            $35,441                $35,614               $36,818
  03:1            $35,410                $35,453               $36,906
     2            $35,795                $35,954               $37,302
     3            $35,770                $35,937               $37,271
     4            $35,930                $36,157               $37,424
     5            $36,593                $36,890               $38,044
     6            $36,416                $36,718               $37,952
     7            $35,556                $35,585               $37,115
     8            $35,762                $35,850               $37,381
     9            $36,597                $36,759               $38,359
    10            $36,450                $36,555               $38,080
    11            $36,671                $36,856               $38,218
    12            $36,873                $37,073               $38,358
 04:01            $37,026                $37,199               $38,529
     2            $37,460                $37,727               $39,037
     3            $37,298                $37,473               $38,885
     4            $36,651                $36,674               $38,096
     5            $36,536                $36,607               $37,959
     6            $36,633                $36,696               $38,102
     7            $36,967                $37,063               $38,427
     8            $37,503                $37,656               $39,095
     9            $37,596                $37,761               $39,161
    10            $37,797                $37,975               $39,377
    11            $37,521                $37,642               $39,108
    12            $37,830                $38,003               $39,476
 05:01            $37,928                $38,162               $39,460
     2            $37,778                $37,978               $39,274
     3            $37,529                $37,682               $39,037
     4            $37,978                $38,170               $39,513
     5            $38,103                $38,360               $39,641
     6            $38,281                $38,534               $39,799
     7            $38,112                $38,320               $39,597
     8            $38,349                $38,626               $39,845
     9            $38,204                $38,425               $39,752
    10            $38,066                $38,210               $39,588
    11            $38,170                $38,348               $39,702
    12            $38,388                $38,604               $39,899
 06:01            $38,467                $38,693               $39,989
     2            $38,562                $38,845               $40,075
     3            $38,372                $38,600               $39,918

- --------------------------------------------------------------------------------
California Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                                     Lehman Brothers     Lipper Intermediate
            California Municipal   Five-year G/O Index        California
 Yr:Month    (after all costs)      (before all costs)   Municipal Composite
 --------   --------------------   -------------------   -------------------
   96:3           $25,000                $25,000               $25,000
      4           $24,965                $24,980               $24,963
      5           $24,948                $24,973               $24,933
      6           $25,132                $25,142               $25,110
      7           $25,308                $25,366               $25,275
      8           $25,322                $25,366               $25,328
      9           $25,550                $25,574               $25,518
     10           $25,777                $25,835               $25,756
     11           $26,132                $26,246               $26,114
     12           $26,076                $26,149               $26,074
   97:1           $26,149                $26,198               $26,145
      2           $26,301                $26,366               $26,331
      3           $26,069                $26,115               $26,033
      4           $26,202                $26,238               $26,163
      5           $26,486                $26,582               $26,448
      6           $26,701                $26,824               $26,681
      7           $27,223                $27,443               $27,164
      8           $27,076                $27,213               $27,020
      9           $27,293                $27,485               $27,263
     10           $27,386                $27,559               $27,430
     11           $27,475                $27,672               $27,517
     12           $27,730                $28,004               $27,765
   98:1           $27,959                $28,268               $28,009
      2           $28,014                $28,307               $28,043
      3           $27,992                $28,259               $28,091
      4           $27,927                $28,098               $27,956
      5           $28,236                $28,486               $28,288
      6           $28,318                $28,560               $28,376
      7           $28,393                $28,645               $28,478
      8           $28,713                $29,075               $28,863
      9           $29,030                $29,505               $29,157
     10           $29,059                $29,464               $29,218
     11           $29,135                $29,544               $29,259
     12           $29,151                $29,556               $29,388
   99:1           $29,445                $29,901               $29,685
      2           $29,372                $29,761               $29,649
      3           $29,411                $29,805               $29,691
      4           $29,443                $29,829               $29,777
      5           $29,298                $29,647               $29,676
      6           $29,068                $29,226               $29,346
      7           $29,182                $29,387               $29,502
      8           $29,110                $29,258               $29,502
      9           $29,206                $29,363               $29,605
     10           $29,062                $29,113               $29,540
     11           $29,274                $29,373               $29,696
     12           $29,132                $29,161               $29,598
   00:1           $29,147                $29,179               $29,585
      2           $29,381                $29,424               $29,676
      3           $29,786                $29,883               $29,942
      4           $29,620                $29,706               $29,883
      5           $29,642                $29,698               $29,871
      6           $30,140                $30,339               $30,423
      7           $30,420                $30,691               $30,755
      8           $30,836                $31,167               $31,078
      9           $30,794                $31,045               $31,026
     10           $30,972                $31,244               $31,246
     11           $31,150                $31,397               $31,368
     12           $31,617                $31,959               $31,871
   01:1           $31,951                $32,365               $32,423
      2           $32,018                $32,404               $32,501
      3           $32,169                $32,556               $32,760
      4           $31,896                $32,074               $32,587
      5           $32,209                $32,497               $32,909
      6           $32,336                $32,696               $33,054
      7           $32,653                $33,085               $33,424
      8           $33,129                $33,707               $33,872
      9           $33,050                $33,619               $33,957
     10           $33,341                $33,969               $34,208
     11           $33,212                $33,680               $33,955
     12           $33,062                $33,394               $33,778
   02:1           $33,426                $33,911               $34,319
      2           $33,673                $34,267               $34,700
      3           $33,160                $33,551               $34,002
      4           $33,591                $34,179               $34,764
      5           $33,816                $34,449               $34,993
      6           $34,026                $34,666               $35,375
      7           $34,289                $35,026               $35,760
      8           $34,606                $35,439               $36,095
      9           $35,123                $36,174               $36,561
     10           $34,450                $35,349               $36,200
     11           $34,455                $35,317               $36,153
     12           $34,984                $35,941               $36,818
   03:1           $34,890                $35,698               $36,906
      2           $35,302                $36,111               $37,302
      3           $35,318                $36,110               $37,271
      4           $35,514                $36,319               $37,424
      5           $36,129                $37,029               $38,044
      6           $35,903                $36,754               $37,952
      7           $35,081                $35,686               $37,115
      8           $35,277                $35,918               $37,381
      9           $35,964                $36,778               $38,359
     10           $35,867                $36,656               $38,080
     11           $36,080                $36,944               $38,218
     12           $36,271                $37,161               $38,358
  04:01           $36,387                $37,265               $38,529
      2           $36,828                $37,777               $39,037
      3           $36,667                $37,494               $38,885
      4           $35,982                $36,704               $38,096
      5           $35,840                $36,608               $37,959
      6           $36,005                $36,762               $38,102
      7           $36,327                $37,135               $38,427
      8           $36,822                $37,717               $39,095
      9           $36,883                $37,827               $39,161
     10           $37,125                $38,063               $39,377
     11           $36,905                $37,770               $39,108
     12           $37,203                $38,122               $39,476
  05:01           $37,403                $38,324               $39,460
      2           $37,207                $38,118               $39,274
      3           $36,941                $37,818               $39,037
      4           $37,404                $38,334               $39,513
      5           $37,525                $38,470               $39,641
      6           $37,673                $38,641               $39,799
      7           $37,510                $38,423               $39,597
      8           $37,794                $38,747               $39,845
      9           $37,652                $38,538               $39,752
     10           $37,491                $38,315               $39,588
     11           $37,591                $38,466               $39,702
     12           $37,776                $38,712               $39,899
  06:01           $37,905                $38,838               $39,989
      2           $37,998                $39,001               $40,075
      3           $37,812                $38,740               $39,918

- --------------------------------------------------------------------------------
New York Municipal
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

                                Lipper Intermediate     Lehman Brothers
           New York Municipal         New York        Five-year G/O Index
Yr:Month   (after all costs)    Municipal Composite    (before all costs)
- --------   ------------------   -------------------   -------------------
  96:3          $25,000               $25,000               $25,000
     4          $24,969               $24,930               $24,963
     5          $24,955               $24,893               $24,933
     6          $25,124               $25,062               $25,110
     7          $25,306               $25,305               $25,275
     8          $25,289               $25,290               $25,328
     9          $25,526               $25,538               $25,518
    10          $25,760               $25,770               $25,756
    11          $26,087               $26,182               $26,114
    12          $26,036               $26,085               $26,074
  97:1          $26,115               $26,117               $26,145
     2          $26,294               $26,318               $26,331
     3          $26,062               $26,036               $26,033
     4          $26,221               $26,172               $26,163
     5          $26,473               $26,515               $26,448
     6          $26,673               $26,772               $26,681
     7          $27,167               $27,395               $27,164
     8          $27,001               $27,157               $27,020
     9          $27,245               $27,440               $27,263
    10          $27,365               $27,536               $27,430
    11          $27,438               $27,646               $27,517
    12          $27,739               $28,002               $27,765
  98:1          $27,956               $28,240               $28,009
     2          $27,975               $28,249               $28,043
     3          $27,995               $28,221               $28,091
     4          $27,890               $28,034               $27,956
     5          $28,229               $28,472               $28,288
     6          $28,336               $28,566               $28,376
     7          $28,373               $28,597               $28,478
     8          $28,723               $29,032               $28,863
     9          $28,967               $29,377               $29,157
    10          $29,041               $29,368               $29,218
    11          $29,100               $29,407               $29,259
    12          $29,183               $29,521               $29,388
  99:1          $29,509               $29,873               $29,685
     2          $29,418               $29,699               $29,649
     3          $29,438               $29,667               $29,691
     4          $29,496               $29,741               $29,777
     5          $29,372               $29,562               $29,676
     6          $29,072               $29,131               $29,346
     7          $29,191               $29,268               $29,502
     8          $29,144               $29,148               $29,502
     9          $29,180               $29,174               $29,605
    10          $29,036               $28,926               $29,540
    11          $29,278               $29,192               $29,696
    12          $29,174               $29,046               $29,598
  00:1          $29,147               $28,924               $29,585
     2          $29,344               $29,156               $29,676
     3          $29,717               $29,631               $29,942
     4          $29,617               $29,477               $29,883
     5          $29,575               $29,359               $29,871
     6          $30,111               $30,028               $30,423
     7          $30,378               $30,388               $30,755
     8          $30,692               $30,802               $31,078
     9          $30,619               $30,691               $31,026
    10          $30,863               $30,979               $31,246
    11          $31,018               $31,140               $31,368
    12          $31,565               $31,844               $31,871
  01:1          $31,908               $32,226               $32,423
     2          $31,954               $32,275               $32,501
     3          $32,202               $32,562               $32,760
     4          $32,039               $32,272               $32,587
     5          $32,336               $32,611               $32,909
     6          $32,467               $32,797               $33,054
     7          $32,770               $33,174               $33,424
     8          $33,166               $33,702               $33,872
     9          $33,065               $33,452               $33,957
    10          $33,370               $33,763               $34,208
    11          $33,148               $33,442               $33,955
    12          $32,999               $33,182               $33,778
  02:1          $33,448               $33,722               $34,319
     2          $33,777               $34,151               $34,700
     3          $33,301               $33,471               $34,002
     4          $33,798               $34,151               $34,764
     5          $33,936               $34,301               $34,993
     6          $34,236               $34,637               $35,375
     7          $34,542               $35,022               $35,760
     8          $34,852               $35,382               $36,095
     9          $35,324               $36,021               $36,561
    10          $34,911               $35,473               $36,200
    11          $34,774               $35,260               $36,153
    12          $35,402               $35,997               $36,818
  03:1          $35,366               $35,795               $36,906
     2          $35,776               $36,312               $37,302
     3          $35,699               $36,251               $37,271
     4          $35,881               $36,501               $37,424
     5          $36,520               $37,288               $38,044
     6          $36,364               $37,046               $37,952
     7          $35,495               $35,853               $37,115
     8          $35,701               $36,149               $37,381
     9          $36,544               $37,102               $38,359
    10          $36,371               $36,863               $38,080
    11          $36,621               $37,187               $38,218
    12          $36,802               $37,413               $38,358
 04:01          $36,959               $37,490               $38,529
     2          $37,397               $38,035               $39,037
     3          $37,209               $37,699               $38,885
     4          $36,558               $36,905               $38,096
     5          $36,418               $36,848               $37,959
     6          $36,519               $36,932               $38,102
     7          $36,887               $37,309               $38,427
     8          $37,434               $37,904               $39,095
     9          $37,505               $38,005               $39,161
    10          $37,712               $38,201               $39,377
    11          $37,441               $37,832               $39,108
    12          $37,732               $38,190               $39,476
 05:01          $37,863               $38,356               $39,460
     2          $37,718               $38,162               $39,274
     3          $37,447               $37,825               $39,037
     4          $37,933               $38,338               $39,513
     5          $38,091               $38,519               $39,641
     6          $38,278               $38,689               $39,799
     7          $38,087               $38,464               $39,597
     8          $38,359               $38,770               $39,845
     9          $38,217               $38,553               $39,752
    10          $38,026               $38,300               $39,588
    11          $38,135               $38,423               $39,702
    12          $38,387               $38,682               $39,899
 06:01          $38,470               $38,769               $39,989
     2          $38,570               $38,933               $40,075
     3          $38,381               $38,668               $39,918

Sanford C. Bernstein Fund II, Inc. Taxable-Bond Portfolio
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Intermediate Duration Institutional
- --------------------------------------------------------------------------------

Growth of $25,000

 [The following table was represented as a line graph in the printed material.]

           Intermediate Duration                           Lehman Brothers
               Institutional       Lipper Intermediate   Aggregate Bond Index
Yr:Month     (after all costs)       Bond Composite       (before all costs)
- --------   ---------------------   -------------------   --------------------
  02:5            $25,000                $25,000               $25,000
     6            $24,908                $25,060               $25,216
     7            $25,077                $25,215               $25,520
     8            $25,578                $25,639               $25,951
     9            $25,878                $25,975               $26,372
    10            $25,788                $25,837               $26,252
    11            $25,923                $25,897               $26,245
    12            $26,432                $26,414               $26,787
  03:1            $26,474                $26,450               $26,809
     2            $26,840                $26,813               $27,180
     3            $26,816                $26,809               $27,160
     4            $27,155                $27,077               $27,384
     5            $27,624                $27,572               $27,894
     6            $27,541                $27,538               $27,839
     7            $26,623                $26,647               $26,903
     8            $26,875                $26,811               $27,082
     9            $27,545                $27,493               $27,798
    10            $27,378                $27,276               $27,539
    11            $27,498                $27,347               $27,605
    12            $27,842                $27,607               $27,886
 04:01            $28,034                $27,811               $28,110
     2            $28,282                $28,063               $28,415
     3            $28,480                $28,261               $28,627
     4            $27,811                $27,593               $27,883
     5            $27,664                $27,459               $27,771
     6            $27,813                $27,583               $27,928
     7            $28,054                $27,825               $28,205
     8            $28,489                $28,300               $28,743
     9            $28,581                $28,375               $28,821
    10            $28,848                $28,591               $29,062
    11            $28,685                $28,416               $28,831
    12            $28,959                $28,652               $29,096
 05:01            $29,150                $28,781               $29,279
     2            $29,032                $28,652               $29,106
     3            $28,849                $28,478               $28,956
     4            $29,148                $28,804               $29,348
     5            $29,456                $29,068               $29,666
     6            $29,622                $29,220               $29,827
     7            $29,460                $28,999               $29,556
     8            $29,777                $29,325               $29,935
     9            $29,555                $29,041               $29,626
    10            $29,337                $28,814               $29,392
    11            $29,476                $28,917               $29,522
    12            $29,708                $29,153               $29,803
 06:01            $29,742                $29,173               $29,804
     2            $29,870                $29,258               $29,903
     3            $29,583                $28,995               $29,610

Each chart shows the growth of $25,000 for the 10-year period ending March 31,
2006, or if the Portfolio's inception date is less than 10 years ago, growth is
shown from the first full month after its inception date.

*     Portfolio, benchmark and Lipper returns are from the close of business on
      March 31, 1996 (except Intermediate Duration Institutional Portfolio which
      is from May 31, 2002) through the close of business on March 31, 2006.

       See Historical Performance and Benchmark Disclosures on pages 8-9.


- --------------------------------------------------------------------------------
12  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Fund Expenses--March 31, 2006 (Unaudited)

Fund Expenses--As a shareholder of the Fund, you incur two types of costs: (1)
in the case of the Emerging Markets Portfolio only, transaction fees (1% of
amounts invested or redeemed at the time of such purchase or redemption) and (2)
ongoing costs, including management 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 first line of the table below provides information about
actual account values and actual expenses. You may use the information in this
line, 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 in the first line 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 second line of the table below
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 second line of
the table 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          EXPENSES    ANNUALIZED
                                                     ACCOUNT VALUE    ACCOUNT VALUE    PAID DURING    EXPENSE
                                                    OCTOBER 1, 2005   MARCH 31, 2006     PERIOD*       RATIO*
- ---------------------------------------------------------------------------------------------------------------
                                                                                         
Tax-Managed International Class Shares
Actual                                                $    1,000       $   1,159.17     $    6.24      1.16%
Hypothetical (5% return before expenses)              $    1,000       $   1,019.15     $    5.84      1.16%
- ---------------------------------------------------------------------------------------------------------------
International Class Shares
Actual                                                $    1,000       $   1,157.62     $    6.56      1.22%
Hypothetical (5% return before expenses)              $    1,000       $   1,018.85     $    6.14      1.22%
- ---------------------------------------------------------------------------------------------------------------
Emerging Markets Class Shares
Actual                                                $    1,000       $   1,187.11     $    8.67      1.59%
Hypothetical (5% return before expenses)              $    1,000       $   1,017.00     $    8.00      1.59%
- ---------------------------------------------------------------------------------------------------------------
Intermediate Duration Class Shares
Actual                                                $    1,000       $   1,000.08     $    2.94      0.59%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.99     $    2.97      0.59%
- ---------------------------------------------------------------------------------------------------------------
U.S. Government Short Duration Class Shares
Actual                                                $    1,000       $   1,007.95     $    3.95      0.79%
Hypothetical (5% return before expenses)              $    1,000       $   1,020.99     $    3.98      0.79%
- ---------------------------------------------------------------------------------------------------------------
Intermediate Duration Institutional Class Shares
Actual                                                $    1,000       $   1,000.66     $    2.24      0.45%
Hypothetical (5% return before expenses)              $    1,000       $   1,022.69     $    2.27      0.45%
- ---------------------------------------------------------------------------------------------------------------
Short Duration Diversified Municipal Class Shares
Actual                                                $    1,000       $   1,007.44     $    3.55      0.71%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.39     $    3.58      0.71%
- ---------------------------------------------------------------------------------------------------------------
Short Duration California Municipal Class Shares
Actual                                                $    1,000       $   1,006.36     $    4.10      0.82%
Hypothetical (5% return before expenses)              $    1,000       $   1,020.84     $    4.13      0.82%
- ---------------------------------------------------------------------------------------------------------------
Short Duration New York Municipal Class Shares
Actual                                                $    1,000       $   1,007.43     $    3.70      0.74%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.24     $    3.73      0.74%
- ---------------------------------------------------------------------------------------------------------------
Diversified Municipal Class Shares
Actual                                                $    1,000       $   1,004.21     $    3.00      0.60%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.94     $    3.02      0.60%
- ---------------------------------------------------------------------------------------------------------------
California Municipal Class Shares
Actual                                                $    1,000       $   1,004.08     $    3.20      0.64%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.74     $    3.23      0.64%
- ---------------------------------------------------------------------------------------------------------------
New York Municipal Class Shares
Actual                                                $    1,000       $   1,004.11     $    3.15      0.63%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.79     $    3.18      0.63%
- ---------------------------------------------------------------------------------------------------------------
Short Duration Plus Class Shares
Actual                                                $    1,000       $   1,009.71     $    3.36      0.67%
Hypothetical (5% return before expenses)              $    1,000       $   1,021.59     $    3.38      0.67%


*     Expenses are equal to each Class's annualized expense ratio, shown in the
      table above, multiplied by the average account value over the period,
      multiplied by 182/365 (to reflect the one-half-year period).


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  13



- --------------------------------------------------------------------------------
Portfolio Summary--March 31, 2006 (Unaudited)

Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
- --------------------------------------------------------------------------------
Foreign Stock Portfolios

- --------------------------------------------------------------------------------
Tax-Managed International
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

Country Breakdown(1)                 Sector Breakdown(1)

26.7%     Japan                      Financial                     34.2%
18.1%     United Kingdom             Capital Equipment             11.3
14.1%     France                     Energy                         9.5
 9.3%     Switzerland                Technology/Electronics         9.1
 7.1%     Germany                    Industrial Commodities         7.5
 4.2%     Netherlands                Consumer Staples               7.1
 3.3%     Italy                      Medical                        5.8
 3.1%     Spain                      Consumer Cyclicals             5.4
 2.8%     Ireland                    Construction & Housing         4.3
 2.2%     Canada                     Utilities                      2.8
   2%     Sweden                     Telecommunications             2.3
 1.8%     Australia                  Transportation                 0.7
 1.2%     Singapore
 1.2%     Greece
 1.2%     Norway
   1%     Belgium
 0.7%     Hong Kong

- --------------------------------------------------------------------------------
International
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

Country Breakdown(1)                 Sector Breakdown(1)

26.7%     Japan                      Financial                     34.9%
19.3%     United Kingdom             Capital Equipment             12.4
15.9%     France                     Technology/Electronics         9.9
 8.1%     Switzerland                Energy                         9.5
 6.9%     Germany                    Industrial Commodities         7.7
 4.7%     Netherlands                Consumer Staples               6.8
 3.2%     Italy                      Medical                        5.8
 2.9%     Spain                      Consumer Cyclicals             3.7
 2.3%     Canada                     Construction & Housing         3.6
 2.3%     Sweden                     Utilities                      2.8
 1.9%     Ireland                    Telecommunications             2.2
 1.3%     Australia                  Transportation                 0.7
 1.2%     Singapore
 1.2%     Norway
 1.0%     Belgium
 1.0%     Greece
 0.1%     Hong Kong

- --------------------------------------------------------------------------------
Emerging Markets
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

Country Breakdown(1)                 Sector Breakdown(1)

18.2%     South Korea                Financial                     21.4%
14.8%     Brazil                     Energy                        19.3
13.7%     South Africa               Technology/Electronics        16.6
12.9%     Taiwan                     Industrial Commodities        12.6
 7.8%     China                      Telecommunications             8.8
 6.6%     India                      Capital Equipment              6.5
   5%     Mexico                     Consumer Cyclicals             4.2
 4.1%     Israel                     Construction & Housing         3.5
 3.7%     Thailand                   Consumer Staples               2.2
 3.1%     Turkey                     Medical                        2.0
 2.9%     Russia                     Utilities                      1.4
 1.7%     Indonesia                  Gold                           0.9
 1.7%     Hungary                    Transportation                 0.6
 0.9%     Chili
 0.8%     Philippines
 0.7%     Argentina
 0.7%     Egypt
 0.5%     Malaysia
 0.1%     Peru
 0.1%     Luxembourg

1.    All data as of March 31, 2006. The Portfolios' sector and country
      breakdowns are expressed as a percentage of each Portfolio's total
      long-term investments and may vary over time. Please note: The sector
      classifications presented herein are based on the sector categorization
      methodology of the Adviser. These sector classifications are broadly
      defined. The "Schedule of Investments" section of the report reflects more
      specific industry information and is consistent with the investment
      restrictions discussed in the Portfolios' prospectus.


- --------------------------------------------------------------------------------
14  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page)

Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
- --------------------------------------------------------------------------------

Taxable Bond Portfolios

- --------------------------------------------------------------------------------
Intermediate Duration
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

                            Security Type Breakdown(1)

                     31.8% Federal National Mortgage Association
                     14.2% Corporate Bonds
                      3.9% U.S. Treasury Securities
                      6.6% Commercial Mortgage-Backed Securities
                      4.9% Asset-Backed Securities
                     10.9% Sovereign Debt
                      1.4% Federal Home Loan Mortgage Corporation
                      4.4% Collateralized Mortgage Obligations
                     21.9% Short-Term

- --------------------------------------------------------------------------------
Short Duration Plus
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

                            Security Type Breakdown(1)

                     15.3% Federal National Mortgage Association
                      7.9% U.S. Treasury Securities
                     22.6% Corporate Bonds
                      5.2% Commercial Mortgage-Backed Securities
                     11.3% Collateralized Mortgage Obligations
                     13.9% Federal Home Loan Mortgage Corporation
                     10.9% Short-Term
                     12.7% Asset-Backed Securities
                      0.2% Government National Mortgage Securities

- --------------------------------------------------------------------------------
U.S. Government Short Duration
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

                            Security Type Breakdown(1)

                     32.3% U.S. Treasury Securities
                     27.7% Federal National Mortgage Association
                      2.4% Federal Home Loan Mortgage Corporation
                     10.2% Federal Farm Credit Bank
                     16.9% Federal Home Loan Bank
                      4.6% Collateralized Mortgage Obligations
                      1.0% Asset-Backed Securities
                      4.9% Short-Term

- --------------------------------------------------------------------------------
Intermediate Duration Institutional
- --------------------------------------------------------------------------------

 [The following table was represented as a pie chart in the printed material.]

                            Security Type Breakdown(1)

                     34.2% Mortgage Pass-Throughs
                     14.4% Corporate Bonds
                      3.0% U.S. Treasury Securities
                     11.5% Sovereign Debt
                      7.4% Commercial Mortgage-Backed Securities
                      3.3% Asset-Backed Securities
                     21.3% Short-Term
                      4.9% Collateralized Mortgage Obligations

1.    All data are as of March 31, 2006. The Portfolios' security type
      breakdowns are expressed as a percentage of each Portfolio's total
      investments and may vary over time.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  15



- --------------------------------------------------------------------------------
Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page)

Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
- --------------------------------------------------------------------------------
Municipal Bond Portfolios (Short Duration)

- --------------------------------------------------------------------------------
Short Duration Diversified Municipal
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

       State Breakdown(1)                         Quality Rating Breakdown(1)

15.0% Texas                                             58.7% AAA
 9.9% Florida                                           24.7% AA
 7.2% California                                         5.4% A
 7.0% Michigan                                           3.1% BBB
 6.9% Pennsylvania                                       5.2% BB
 6.0% New York                                           2.9% Unrated
 5.7% New Jersey
 5.2% Massachusetts
 5.1% Maryland
 3.3% Kansas
 3.3% Oklahoma
 3.0% Colorado
 2.6% Illinois
 2.3% Arizona
 2.2% Indiana
 2.1% Minnesota
13.2% Other

- --------------------------------------------------------------------------------
Short Duration California Municipal
- --------------------------------------------------------------------------------

  [The following table was represented as a pie chart in the printed material.]

       State Breakdown(1)                         Quality Rating Breakdown(1)

85.7% California                                        67.7% AAA
 6.5% Puerto Rico                                       15.4% AA
 3.1% Florida                                            7.6% A
 2.0% Kansas                                             4.0% BBB
 0.7% Virginia                                           4.1% BB
 0.6% Delaware                                           1.2% Unrated
 0.5% Guam
 0.5% Wisconsin
 0.4% Nevada

- --------------------------------------------------------------------------------
Short Duration New York Municipal
- --------------------------------------------------------------------------------

 [The following table was represented as a pie chart in the printed material.]

       State Breakdown(1)                          Quality Rating Breakdown(1)

84.4% New York                                          71.3% AAA
 6.4% Puerto Rico                                       10.5% AA
 3.8% Florida                                            9.6% A
 2.4% Kansas                                             2.3% BBB
 0.6% Delaware                                           5.9% BB
 0.5% Guam                                               0.4% B
 0.5% New Mexico
 0.5% Virginia
 0.4% Nevada
 0.3% Arizona
 0.2% Illinois

1.    All data are as of March 31, 2006. The Portfolios' quality rating and
      state breakdowns are expressed as a percentage of each Portfolio's total
      investments and may vary over time. The quality ratings are determined by
      using the Standard & Poor's Ratings Services and Moody's Investors
      Services, Inc.


- --------------------------------------------------------------------------------
16  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page)

Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
- --------------------------------------------------------------------------------
Municipal Bond Portfolios (Intermediate Duration)

- --------------------------------------------------------------------------------
Diversified Municipal
- --------------------------------------------------------------------------------

       State Breakdown(1)                         Quality Rating Breakdown(1)

 9.7% New York                                          69.7% AAA
 9.4% Texas                                             14.4% AA
 7.2% Florida                                            7.6% A
 6.9% California                                         2.8% BBB
 6.8% New Jersey                                         5.5% BB
 6.8% Massachusetts
 4.8% Washington
 4.5% Pennsylvania
 4.4% Illinois
 3.3% Hawaii
 3.2% Maryland
 2.9% Ohio
 2.7% Oklahoma
 2.3% Virginia
 2.3% North Carolina
 2.2% Nevada
 2.2% Colorado
 2.1% Michigan
16.3% Other

- --------------------------------------------------------------------------------
California Municipal
- --------------------------------------------------------------------------------

       State Breakdown(1)                         Quality Rating Breakdown(1)

84.2% California                                        66.9% AAA
 7.0% Puerto Rico                                       10.6% AA
 2.8% Florida                                           12.6% A
 2.3% New York                                           4.4% BBB
 0.6% Nevada                                             5.5% BB
 0.5% Virginia
 0.5% Guam
 0.5% Illinois
 0.3% North Carolina
 0.3% Pennsylvania
 0.3% Trust Territories
 0.2% Ohio
 0.2% West Virginia
 0.1% U.S. Virgin Islands
 0.1% Arizona
 0.1% Coloroda

- --------------------------------------------------------------------------------
New York Municipal
- --------------------------------------------------------------------------------

       State Breakdown(1)                         Quality Rating Breakdown(1)

87.1% New York                                          71.3% AAA
 4.6% Puerto Rico                                       10.5% AA
 3.6% Florida                                            9.6% A
 1.4% California                                         2.3% BBB
 0.6% Nevada                                             5.9% BB
 0.6% Virginia                                           0.4% B
 0.4% Ohio
 0.4% Guam
 0.3% North Carolina
 0.3% Colorado
 0.2% Illinois
 0.2% Pennsylvania
 0.1% West Virginia
 0.1% Arizona
 0.1% Texas

1.    All data are as of March 31, 2006. The Portfolios' quality rating and
      state breakdowns are expressed as a percentage of each Portfolio's total
      investments and may vary over time. The quality ratings are determined by
      using the Standard & Poor's Ratings Services and Moody's Investors
      Services, Inc.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  17



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Assets and Liabilities--March 31, 2006 (Unaudited)



                                                                 TAX-MANAGED                              EMERGING
                                                                INTERNATIONAL       INTERNATIONAL          MARKETS
                                                                  PORTFOLIO           PORTFOLIO           PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------
                                                                                              
ASSETS
   Investments in securities at value (including
      investments of cash collateral for securities
      loaned of: International, $818,944,000)                  $ 7,258,970,058     $ 4,142,918,908 (a) $ 2,113,316,736
   Foreign currency at value (b)                                    37,422,956 (c)      13,732,759 (c)      38,915,719
   Cash in bank                                                            277                 335             303,898 (c)
   Receivables:
      Interest                                                          51,694              16,993               4,857
      Dividends                                                     25,865,850          11,751,495           9,176,964
      Investment securities sold                                    23,220,463          10,785,852          20,542,916
      Capital shares sold                                           20,197,660           7,394,251           5,622,873
      Foreign withholding tax reclaims                               1,167,459             291,170                   0
      Margin due from broker on futures contracts                            0                   0              11,995
                                                               ---------------     ---------------     ---------------
   Total assets                                                  7,366,896,417       4,186,891,763       2,187,895,958
                                                               ---------------     ---------------     ---------------
LIABILITIES
   Payable for collateral on securities lending at value                     0         818,944,000                   0
   Payables:
      Investment securities purchased                               49,535,136          42,998,289          13,995,839
      Capital shares redeemed                                        4,079,482           1,497,454             645,951
      Management fee                                                 5,339,543           2,559,180           2,116,871
      Shareholder servicing and administration fee                   1,605,296             722,763             477,107
      Transfer Agent fee                                                54,213              28,338              47,006
      Distribution fee payable                                           2,581              21,886                   0
      Accrued expenses                                                 287,212             193,995             327,228
      Foreign capital gains taxes                                            0                   0           8,834,081
      Margin owed to broker on futures contracts                       530,819             118,730                   0
                                                               ---------------     ---------------     ---------------
   Total liabilities                                                61,434,282         867,084,635          26,444,083
                                                               ---------------     ---------------     ---------------
   NET ASSETS (d)                                              $ 7,305,462,135     $ 3,319,807,128     $ 2,161,451,875
                                                               ===============     ===============     ===============
   Cost of investments (including cash collateral
      on securities loaned)                                    $ 5,170,668,986     $ 3,302,781,265     $ 1,303,078,289
                                                               ===============     ===============     ===============
   SHARES OF CAPITAL STOCK OUTSTANDING                                                                      54,391,657
                                                                                                       ===============
   NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE                                                                          $         39.74
                                                                                                       ===============
NET ASSETS CONSIST OF:
   Capital stock, at par *                                     $       273,806     $       124,870     $        54,392
   Additional paid-in capital                                    4,776,043,765       2,301,597,091       1,200,301,235
   Undistributed net investment income/(excess distributions)       (1,392,601)         (4,174,588)          2,626,487
   Accumulated net realized gain on investment
      and foreign currency transactions                            441,577,292         182,046,723         156,522,142
   Unrealized appreciation/(depreciation) of:
      Investments and futures                                    2,088,929,321         840,262,873         801,719,317**
      Foreign currency denominated assets and liabilities               30,552             (49,841)            228,302
                                                               ---------------     ---------------     ---------------
                                                               $ 7,305,462,135     $ 3,319,807,128     $ 2,161,451,875
                                                               ===============     ===============     ===============


(a)   Includes securities on loan with a value of $772,761,501.

(b)   Cost: $37,387,062, $13,748,185 and $38,977,104, respectively. (Note 1)

(c)   The amounts of U.S. $5,335,631, $1,094,710 and $87,500, respectively, have
      been segregated to collateralize margin requirements for the open futures
      contracts at March 31, 2006.

(d)   See page 19 for share class information on net assets value, offering
      price and redemption price per share of the Tax-Managed International and
      International Portfolios.

*     The Sanford C. Bernstein Fund, Inc., has authorized 7.8 billion shares of
      common stock with par value $.001 per share.

**    Net of accrued foreign capital gains taxes of $8,531,125.

See Notes to Financial Statements. The Schedules of Investments, an integral
part of the financial statements for each Portfolio, are included as inserts to
this report.


- --------------------------------------------------------------------------------
18  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                                                TAX-MANAGED
                                                               INTERNATIONAL     INTERNATIONAL
                                                                 PORTFOLIO         PORTFOLIO
- -----------------------------------------------------------------------------------------------
CALCULATION OF MAXIMUM OFFERING PRICE
                                                                          
Tax-Managed International Class Shares
   Net Assets                                                 $ 7,299,523,053
   Shares of capital stock outstanding                            273,581,856
                                                              ---------------
   Net asset value, offering and redemption price per share   $         26.68
                                                              ===============
International Class Shares
   Net Assets                                                                   $ 3,274,379,631
   Shares of capital stock outstanding                                              123,150,449
                                                                                ---------------
   Net asset value, offering and redemption price per share                     $         26.59
                                                                                ===============
Class A Shares
   Net Assets                                                 $     4,141,347   $    29,465,416
   Shares of capital stock outstanding                                156,020         1,113,043
                                                              ---------------   ---------------
   Net asset value and redemption price per share             $         26.54   $         26.47
   Sales charge--4.25% of public offering price                          1.18              1.17
                                                              ---------------   ---------------
   Maximum offering price                                     $         27.72   $         27.64
                                                              ===============   ===============
Class B Shares
   Net Assets                                                 $       414,911   $     3,753,114
   Shares of capital stock outstanding                                 15,752           142,633
                                                              ---------------   ---------------
   Net asset value and offering price per share               $         26.34   $         26.31
                                                              ===============   ===============
Class C Shares
   Net Assets                                                 $     1,382,824   $    12,208,967
   Shares of capital stock outstanding                                 52,526           463,871
                                                              ---------------   ---------------
   Net asset value and offering price per share               $         26.33   $         26.32
                                                              ===============   ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  19



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued)



                                                                                                    INTERMEDIATE
                                                                INTERMEDIATE     U.S. GOVERNMENT      DURATION
                                                                  DURATION       SHORT DURATION     INSTITUTIONAL
                                                                  PORTFOLIO         PORTFOLIO         PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------
                                                                                          
ASSETS
   Investments in securities at value                          $ 4,636,043,933   $    86,920,386   $   886,186,025
   Cash in bank                                                              0           387,003                 0
   Receivables:
         Interest                                                   27,928,076           683,552         5,288,287
         Investment securities sold                                161,212,253                 0        48,759,273
         Capital shares sold                                        13,926,482            66,150         1,752,150
         Margin due from broker on futures contracts                     7,344                 0               844
   Appreciation of interest rate swap agreement                        537,956                 0           116,985
   Appreciation of foreign currency contracts                        3,758,169                 0           757,034
                                                               ---------------   ---------------   ---------------
   Total assets                                                  4,843,414,213        88,057,091       942,860,598
                                                               ---------------   ---------------   ---------------
LIABILITIES
   Due to custodian                                                    437,568                 0         1,207,349
   Payables:
         Dividends to shareholders                                   6,179,339           105,264         1,196,139
         Investment securities purchased                         1,145,532,751         5,576,912       229,773,376
         Credit default swap contracts, at value
            (amortized discount $402,673, $0,
   $76,288, $0, $0 and $0 respectively)                                254,396                 0            53,557

      Capital shares redeemed                                        1,101,201            25,967                 0
         Deferred income on dollar rolls                               188,217             1,703            38,934
         Management fee                                              1,507,690            37,998           247,865
         Shareholder servicing and administration fee                  331,716             7,602                 0
         Transfer Agent fee                                             28,770             6,637             7,403
         Accrued expenses                                              101,125            25,529            40,769
   Depreciation of interest rate swap agreement                        981,901                 0           146,826
   Depreciation of foreign currency contracts                          696,653                 0           145,698
                                                               ---------------   ---------------   ---------------
   Total liabilities                                             1,157,341,327         5,787,612       232,857,916
                                                               ===============   ===============   ===============
   NET ASSETS                                                  $ 3,686,072,886   $    82,269,479   $   710,002,682
                                                               ===============   ===============   ===============
   Cost of investments                                         $ 4,682,383,175   $    87,711,979   $   895,142,178
                                                               ===============   ===============   ===============
   SHARES OF CAPITAL STOCK OUTSTANDING                             284,141,489         6,661,888        47,625,584
                                                               ===============   ===============   ===============
   NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE                                  $         12.97   $         12.35   $         14.91
                                                               ===============   ===============   ===============

NET ASSETS CONSIST OF:
   Capital stock, at par*                                      $       284,141   $         6,662   $        47,626
   Additional paid-in capital                                    3,771,828,437        85,326,674       727,530,538
   Undistributed net investment income/(excess distributions)       (2,407,734)          (12,649)         (915,585)
   Accumulated net realized loss on investment,
      futures and foreign currency transactions                    (39,743,522)       (2,259,615)       (8,247,269)
   Unrealized appreciation/(depreciation) of:
      Investments, futures and swaps                               (46,635,592)         (791,593)       (8,963,342)
      Foreign currency denominated assets and liabilities            2,747,156                 0           550,714
                                                               ---------------   ---------------   ---------------
                                                               $ 3,686,072,886   $    82,269,479   $   710,002,682
                                                               ===============   ===============   ===============


*     The Sanford C. Bernstein Fund, Inc., and the Sanford C. Bernstein Fund II,
      Inc. have authorized 7.8 billion shares and 300 million shares,
      respectively, of common stock with par value $.001 per share. See Notes to
      Financial Statements. The Schedules of Investments, an integral part of
      the financial statements for each Portfolio, are included as inserts to
      this Report.


- --------------------------------------------------------------------------------
20  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                                                SHORT DURATION   SHORT DURATION   SHORT DURATION
                                                                  DIVERSIFIED      CALIFORNIA        NEW YORK
                                                                   MUNICIPAL       MUNICIPAL        MUNICIPAL
                                                                   PORTFOLIO       PORTFOLIO        PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------
                                                                                         
ASSETS
   Investments in securities at value                           $  232,235,473   $   70,776,600   $  118,973,148
   Cash in bank                                                        299,215           93,307           66,231
   Receivables:
      Interest                                                       3,598,658          973,292        1,744,616
      Investment securities sold                                             0                0           65,000
      Capital shares sold                                              261,152                0           31,223
      Margin due from broker on futures contracts                            0                0                0
   Appreciation of interest rate swap agreement                          1,106              251              500
   Appreciation of foreign currency contracts                                0                0                0
                                                                --------------   --------------   --------------
   Total assets                                                    236,395,604       71,843,450      120,880,718
                                                                --------------   --------------   --------------
LIABILITIES
   Due to custodian                                                          0                0                0
   Payables:
      Dividends to shareholders                                        217,913           53,639          107,841
      Investment securities purchased                                        0                0        3,878,519
      Credit default swap contracts, at value
         (amortized discount $402,673, $0,
   $76,288, $0, $0 and $0 respectively)                                      0                0                0

    Capital shares redeemed                                          1,255,422        2,272,535        1,261,154
      Deferred income on dollar rolls                                        0                0                0
      Management fee                                                   107,605           30,598           54,587
      Shareholder servicing and administration fee                      21,602            6,091           10,913
      Transfer Agent fee                                                 6,865            6,042            6,931
      Accrued expenses                                                  29,027           14,572           21,661
   Depreciation of interest rate swap agreement                         34,180            9,358           17,932
   Depreciation of foreign currency contracts                                0                0                0
                                                                --------------   --------------   --------------
   Total liabilities                                                 1,672,614        2,392,835        5,359,538
                                                                ==============   ==============   ==============
   NET ASSETS                                                   $  234,722,990   $   69,450,615   $  115,521,180
                                                                ==============   ==============   ==============
   Cost of investments                                          $  233,834,090   $   71,154,793   $  119,304,120
                                                                ==============   ==============   ==============
   SHARES OF CAPITAL STOCK OUTSTANDING                              18,867,873        5,594,806        9,369,285
                                                                ==============   ==============   ==============
   NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE                                   $        12.44   $        12.41   $        12.33
                                                                ==============   ==============   ==============

NET ASSETS CONSIST OF:
   Capital stock, at par*                                       $       18,868   $        5,595   $        9,369
   Additional paid-in capital                                      237,859,334       70,307,276      117,035,445
   Undistributed net investment income/(excess distributions)          (34,515)         (25,095)          (8,282)
   Accumulated net realized loss on investment,
      futures and foreign currency transactions                     (1,489,006)        (449,861)      (1,166,948)
   Unrealized appreciation/(depreciation) of:
      Investments, futures and swaps                                (1,631,691)        (387,300)        (348,404)
      Foreign currency denominated assets and liabilities                    0                0                0
                                                                --------------   --------------   --------------
                                                                $  234,722,990   $   69,450,615   $  115,521,180
                                                                ==============   ==============   ==============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  21



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued)



                                                                  DIVERSIFIED       CALIFORNIA         NEW YORK
                                                                   MUNICIPAL         MUNICIPAL         MUNICIPAL
                                                                   PORTFOLIO         PORTFOLIO         PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------
                                                                                           
ASSETS
   Investments in securities at value                           $ 3,440,636,583   $ 1,141,750,980   $ 1,502,960,520
   Cash in bank                                                          81,542            81,238            90,840
   Receivables:
      Interest                                                       46,349,385        15,108,230        22,144,182
      Investment securities sold                                     55,978,881         6,837,982           330,000
      Capital shares sold                                            12,857,883         2,403,805         1,776,048
   Appreciation of interest rate swap agreement                          13,248             4,592             5,833
                                                                ---------------   ---------------   ---------------
   Total assets                                                   3,555,917,522     1,166,186,827     1,527,307,423
                                                                ---------------   ---------------   ---------------
LIABILITIES

Payables:
      Dividends to shareholders                                       3,905,636         1,275,678         1,728,279
      Investment securities purchased                                45,873,848         6,200,559        42,191,064
      Capital shares redeemed                                         4,651,148           781,808         1,544,503
      Management fee                                                  1,438,747           512,822           646,618
      Shareholder servicing and administration fee                      298,354            97,005           123,482
      Transfer Agent fee                                                 43,908            13,977            37,420
      Distribution fee payable                                          116,445            50,401            75,536
      Accrued expenses                                                  131,754            98,352            94,258
   Depreciation of interest rate swap agreement                         436,958           147,060           197,785
                                                                ---------------   ---------------   ---------------
   Total liabilities                                                 56,896,798         9,177,662        46,638,945
                                                                ---------------   ---------------   ---------------
   NET ASSETS (a)                                               $ 3,499,020,724   $ 1,157,009,165   $ 1,480,668,478
                                                                ===============   ===============   ===============
   Cost of investments                                          $ 3,434,649,989   $ 1,138,179,948   $ 1,498,187,719
                                                                ===============   ===============   ===============

 NET ASSETS CONSIST OF:
   Capital stock, at par*                                       $       251,843   $        82,274   $       107,857
   Additional paid-in capital                                     3,501,966,188     1,156,392,918     1,476,777,730
   Undistributed net investment income/(excess distributions)          (219,786)         (235,700)          (91,176)
   Accumulated net realized loss on investment
      and futures transactions                                       (8,540,405)       (2,658,891)         (706,782)
   Unrealized appreciation of investments
      and swaps                                                       5,562,884         3,428,564         4,580,849
                                                                ---------------   ---------------   ---------------
                                                                $ 3,499,020,724   $ 1,157,009,165   $ 1,480,668,478
                                                                ===============   ===============   ===============


(a)  See page 23 for share class information on net asset value,  offering price
     and redemption  price per share of the  Diversified  Municipal,  California
     Municipal and New York Municipal Portfolios.

*    The Sanford C. Bernstein  Fund,  Inc., has authorized 7.8 billion shares of
     common  stock  with par value  $.001  per  share.  See  Notes to  Financial
     Statements. The Schedules of Investments, an integral part of the financial
     statements for each Portfolio, are included as inserts to this Report.


- --------------------------------------------------------------------------------
22  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                                        DIVERSIFIED        CALIFORNIA         NEW YORK
                                                         MUNICIPAL         MUNICIPAL         MUNICIPAL
                                                         PORTFOLIO         PORTFOLIO         PORTFOLIO
- ---------------------------------------------------------------------------------------------------------
                                                                                 
CALCULATION OF MAXIMUM OFFERING PRICE
Municipal Class Shares
   Municipal Class Shares
   Net Assets                                         $ 3,323,082,537   $ 1,079,633,668   $ 1,370,240,143
   Shares of capital stock outstanding                    239,184,664        76,771,848        99,808,919
                                                      ---------------   ---------------   ---------------
   Net asset value and offering price per share       $         13.89   $         14.06   $         13.73
                                                      ===============   ===============   ===============
Class A Shares
   Net Assets                                         $    70,937,833   $    32,350,395   $    41,161,523
   Shares of capital stock outstanding                      5,104,258         2,300,520         2,999,380
                                                      ---------------   ---------------   ---------------
   Net asset value and redemption price per share     $         13.90   $         14.06   $         13.72
   Sales charge--4.25% of public offering price                   .62               .62               .61
                                                      ---------------   ---------------   ---------------
   Maximum offering price                             $         14.52   $         14.68   $         14.33
                                                      ===============   ===============   ===============
Class B Shares
   Net Assets                                         $    50,805,669   $    21,302,644   $    40,497,682
   Shares of capital stock outstanding                      3,655,228         1,514,610         2,952,152
                                                      ---------------   ---------------   ---------------
   Net asset value and offering price per share       $         13.90   $         14.06   $         13.72
                                                      ===============   ===============   ===============
Class C Shares
   Net Assets                                         $    54,194,685   $    23,722,458   $    28,769,130
   Shares of capital stock outstanding                      3,899,338         1,686,976         2,096,259
                                                      ---------------   ---------------   ---------------
   Net asset value and offering price per share       $         13.90   $         14.06   $         13.72
                                                      ===============   ===============   ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  23



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued)

                                                                     SHORT
                                                                  DURATION PLUS
                                                                   PORTFOLIO
- -------------------------------------------------------------------------------
ASSETS
   Investments in securities at value                            $  482,350,475
   Cash in bank                                                       1,008,011
   Receivables:
         Interest                                                     3,962,756
         Capital shares sold                                            241,105
                                                                 --------------
   Total assets                                                     487,562,347
                                                                 --------------
LIABILITIES
   Payables:
         Dividends to shareholders                                      683,843
         Investment securities purchased                             32,597,980
         Capital shares redeemed                                        677,227
         Deferred income on dollar rolls                                  9,893
         Management fee                                                 197,522
         Shareholder servicing and administration fee                    34,093
         Transfer Agent fee                                              17,849
         Distribution fee payable                                        48,283
         Accrued expenses                                               113,313
   Depreciation of swap agreement                                        20,331
                                                                 --------------
   Total liabilities                                                 34,400,334
                                                                 --------------
   NET ASSETS                                                    $  453,162,013
                                                                 ==============
   Cost of investments                                           $  487,504,090
                                                                 ==============
NET ASSETS CONSIST OF:
   Capital stock, at par *                                       $       36,967
   Additional paid-in capital                                       472,806,973
   Undistributed net investment income/(excess distributions)        (1,345,847)
   Accumulated net realized loss on investment transactions         (13,162,134)
   Unrealized appreciation/(depreciation) of
      investments and swaps                                          (5,173,946)
                                                                 --------------
                                                                 $  453,162,013
                                                                 ==============

                                                                      SHORT
                                                                  DURATION PLUS
                                                                    PORTFOLIO
- -------------------------------------------------------------------------------
CALCULATION OF MAXIMUM OFFERING PRICE

Short Duration Plus Class Shares
   Net Assets                                                    $  374,477,837
   Shares of capital stock outstanding                               30,547,508
                                                                 --------------
   Net asset value and offering price per share                  $        12.26
                                                                 ==============
Short Duration Class A Shares
   Net Assets                                                    $   38,164,081
   Shares of capital stock outstanding                                3,112,894
                                                                 --------------
   Net asset value and redemption price per share                $        12.26
   Sales charge--4.25% of public offering price                            0.54
                                                                 --------------
   Maximum offering price                                        $        12.80
                                                                 ==============
Short Duration Class B Shares
   Net Assets                                                    $   21,233,474
   Shares of capital stock outstanding                                1,732,206
                                                                 --------------
   Net asset value and offering price per share                  $        12.26
                                                                 ==============
Short Duration Class C Shares
   Net Assets                                                    $   19,286,621
   Shares of capital stock outstanding                                1,573,975
                                                                 --------------
   Net asset value and offering price per share                  $        12.25
                                                                 ==============

*     The Sanford C. Bernstein Fund Inc., has authorized 7.8 billion shares of
      common stock with par value $0.001 per share. See Notes to Financial
      Statements. The Schedules of Investments, an integral part of the
      financial statements for each Portfolio, are included as inserts to this
      Report.


- --------------------------------------------------------------------------------
24  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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

                       This page intentionally left blank.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  25



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Operations for the Six Months Ended March 31, 2006 (Unaudited)



                                                           TAX-MANAGED                       EMERGING      INTERMEDIATE
                                                          INTERNATIONAL   INTERNATIONAL       MARKETS        DURATION
                                                            PORTFOLIO       PORTFOLIO        PORTFOLIO       PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
                                                                                              
INVESTMENT INCOME
   Income:
      Interest                                            $   1,457,210   $   1,076,138   $      298,595   $  88,848,231
      Dividends (net of foreign withholding taxes of
        $2,778,041, $1,304,348, $2,514,104 and $0,
        respectively)                                        50,635,232      22,095,881       20,063,457               0
                                                          -------------   -------------   --------------   -------------
   Total income                                              52,092,442      23,172,019       20,362,052      88,848,231
                                                          -------------   -------------   --------------   -------------
   Expenses
      Management fee                                         27,962,377      13,506,375       11,157,403       8,075,760
      Shareholder servicing and administration fee            8,174,830       3,729,555        2,454,756       1,766,885
      Custodian fee                                           1,309,842         770,224        1,684,904         237,947
      Transfer agent fee--Non-Retail Class                      146,899          96,259          143,337         112,660
      Transfer agent fee--Class A                                 7,334          17,118                0               0
      Transfer agent fee--Class B                                   556           1,853                0               0
      Transfer agent fee--Class C                                 2,154           6,288                0               0
      Distribution fees--Class A                                  4,810          43,670                0               0
      Distribution fees--Class B                                  1,247          15,902                0               0
      Distribution fees--Class C                                  4,749          53,846                0               0
      Auditing and tax fees                                     103,855          53,972           31,572          52,485
      Directors' fees and expenses                               96,283          44,052           24,395          29,702
      Legal fees                                                 65,198          27,895           19,657          49,743
      Registration fees                                         106,809          58,241           43,716          64,820
      Printing fees                                              72,778          43,052           46,284          42,820
      Miscellaneous                                              93,415          46,101           55,392          48,513
                                                          -------------   -------------   --------------   -------------
   Total expenses                                            38,153,136      18,514,403       15,661,416      10,481,335
      Less: expenses waived and reimbursed by the
        Adviser or Transfer Agent                                (8,365)           (291)               0               0
      Less: expense offset arrangement                              (35)           (539)               0               0
                                                          -------------   -------------   --------------   -------------
      Net expenses                                           38,144,736      18,513,573       15,661,416      10,481,335
                                                          -------------   -------------   --------------   -------------
   Net investment income                                     13,947,706       4,658,446        4,700,636      78,366,896
                                                          -------------   -------------   --------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
   Net realized gain (loss) on:
      Investment transactions                               446,902,709     235,662,855      196,477,996 *   (31,023,220)
      Futures transactions                                    3,324,769       1,597,879                0        (762,934)
      Foreign currency transactions                          (5,066,243)       (582,915)      (1,376,324)     (2,222,662)
      Swap transactions                                               0               0                0      (1,165,557)
                                                          -------------   -------------   --------------   -------------
   Net realized gain (loss) on investment and foreign
     currency transactions                                  445,161,235     236,677,819      195,101,672     (35,174,373)
                                                          -------------   -------------   --------------   -------------
   Net increase (decrease) in unrealized
     appreciation/(depreciation) of:
         Investments, futures and swaps                     526,624,891     207,189,201      135,036,556 +   (42,760,844)
         Foreign currency denominated assets and
           liabilities                                         (405,324)         34,826          177,394         742,941
                                                          -------------   -------------   --------------   -------------
   Net increase (decrease) in unrealized
     appreciation/(depreciation) of investments and
     foreign currency denominated assets and
     liabilities                                            526,219,567     207,224,027      135,213,950     (42,017,903)
                                                          -------------   -------------   --------------   -------------
   Net realized and unrealized gain (loss) on
     investment and foreign currency transactions           971,380,802     443,901,846      330,315,622     (77,192,276)
                                                          -------------   -------------   --------------   -------------
   Net increase in net assets resulting from operations   $ 985,328,508   $ 448,560,292   $  335,016,258   $   1,174,620
                                                          =============   =============   ==============   =============


*     Net of foreign capital gains taxes of $1,098,881.

+     Net of change in foreign capital gains taxes of $2,254,942. See Notes to
      Financial Statements.


- --------------------------------------------------------------------------------
26  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                                                    INTERMEDIATE    SHORT DURATION  SHORT DURATION   SHORT DURATION
                                                  U.S. GOVERNMENT     DURATION        DIVERSIFIED     CALIFORNIA        NEW YORK
                                                  SHORT DURATION    INSTITUTIONAL      MUNICIPAL       MUNICIPAL       MUNICIPAL
                                                     PORTFOLIO        PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
INVESTMENT INCOME
   Income:
      Interest                                    $     1,634,590   $  17,723,687   $    4,120,303   $     996,494   $    1,941,588
      Dividends (net of foreign withholding
        taxes of $2,778,041, $1,304,348,
        $2,514,104 and $0, respectively)                        0               0                0               0                0
                                                  ---------------   -------------   --------------   -------------   --------------
   Total income                                         1,634,590      17,723,687        4,120,303         996,494        1,941,588
                                                  ---------------   -------------   --------------   -------------   --------------
   Expenses
      Management fee                                      212,221       1,773,953          625,547         164,204          305,327
      Shareholder servicing and
        administration fee                                 42,444               0          125,109          32,841           61,066
      Custodian fee                                        44,885         115,351           68,914          46,997           54,492
      Transfer agent fee--Non-Retail Class                 12,550          11,991           13,681          12,267           12,380
      Transfer agent fee--Class A                               0               0                0               0                0
      Transfer agent fee--Class B                               0               0                0               0                0
      Transfer agent fee--Class C                               0               0                0               0                0
      Distribution fees--Class A                                0               0                0               0                0
      Distribution fees--Class B                                0               0                0               0                0
      Distribution fees--Class C                                0               0                0               0                0
      Auditing and tax fees                                 3,610          30,191            4,191             314            2,511
      Directors' fees and expenses                            551          12,099            2,526             592            1,012
      Legal fees                                            1,046          35,229            3,114             855            1,465
      Registration fees                                    11,537          21,915           32,680           5,608            4,280
      Printing fees                                           929          16,858            4,862           1,826            3,796
      Miscellaneous                                         6,253          20,402            6,814           3,927            4,680
                                                  ---------------   -------------   --------------   -------------   --------------
   Total expenses                                         336,026       2,037,989          887,438         269,431          451,009
      Less: expenses waived and reimbursed by
        the Adviser or Transfer Agent                           0        (431,431)               0               0                0
      Less: expense offset arrangement                          0               0                0               0                0
                                                  ---------------   -------------   --------------   -------------   --------------
      Net expenses                                        336,026       1,606,558          887,438         269,431          451,009
                                                  ---------------   -------------   --------------   -------------   --------------
   Net investment income                                1,298,564      16,117,129        3,232,865         727,063        1,490,579
                                                  ---------------   -------------   --------------   -------------   --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
   Net realized gain (loss) on:
      Investment transactions                            (689,521)     (6,736,462)        (431,721)       (259,752)           4,090
      Futures transactions                                      0        (271,543)          33,632          24,023           19,218
      Foreign currency transactions                             0        (405,212)               0               0                0
      Swap transactions                                         0        (259,626)          70,200           7,117          (23,476)
                                                  ---------------   -------------   --------------   -------------   --------------
   Net realized gain (loss) on investment and
     foreign currency transactions                       (689,521)     (7,672,843)        (327,889)       (228,612)            (168)
                                                  ---------------   -------------   --------------   -------------   --------------
   Net increase (decrease) in unrealized
     appreciation/(depreciation) of:
         Investments, futures and swaps                    59,855      (7,991,051)        (966,695)        (72,316)        (558,299)
         Foreign currency denominated assets and
           liabilities                                          0         179,919                0               0                0
                                                  ---------------   -------------   --------------   -------------   --------------
   Net increase (decrease) in unrealized
     appreciation/(depreciation) of investments
     and foreign currency denominated assets
     and liabilities                                       59,855      (7,811,132)        (966,695)        (72,316)        (558,299)
                                                  ---------------   -------------   --------------   -------------   --------------
   Net realized and unrealized gain (loss) on
     investment and foreign currency
     transactions                                        (629,666)    (15,483,975)      (1,294,584)       (300,928)        (558,467)
                                                  ---------------   -------------   --------------   -------------   --------------
   Net increase in net assets resulting from
     operations                                   $       668,898   $     633,154   $    1,938,281   $     426,135   $      932,112
                                                  ===============   =============   ==============   =============   ==============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  27



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Operations for the Six Months Ended March 31, 2006 (Unaudited)
(continued)



                                                           DIVERSIFIED    CALIFORNIA       NEW YORK
                                                            MUNICIPAL      MUNICIPAL      MUNICIPAL
                                                            PORTFOLIO      PORTFOLIO      PORTFOLIO
- -----------------------------------------------------------------------------------------------------
                                                                               
INVESTMENT INCOME
   Income:
      Interest                                            $ 64,638,327   $ 21,297,336   $  29,139,439
                                                          ------------   ------------   -------------
   Total income                                             64,638,327     21,297,336      29,139,439
                                                          ------------   ------------   -------------
   Expenses:
      Management fee                                         7,707,181      2,742,833       3,494,822
      Shareholder servicing fee                              1,576,059        511,454         660,317
      Custodian fee                                            237,296        131,551         147,353
      Transfer agent fee--Municipal Class                       55,266         16,915          20,238
      Transfer agent fee--Class A                               16,868          7,051          13,173
      Transfer agent fee--Class B                               12,999          4,900          13,946
      Transfer agent fee--Class C                               13,527          5,423          10,006
      Distribution fees--Class A                               115,326         51,131          64,137
      Distribution fees--Class B                               294,944        118,538         226,876
      Distribution fees--Class C                               307,449        131,546         162,313
      Auditing and tax fees                                     57,929         23,353          28,795
      Printing fees                                             57,243         20,769          29,873
      Registration fees                                        123,022         20,260          38,605
      Legal fees                                                40,420         17,281          19,965
      Directors' fees and expenses                              35,187         10,755          11,336
      Miscellaneous                                             52,444         18,631          31,048
                                                          ------------   ------------   -------------
   Total expenses                                           10,703,160      3,832,391       4,972,803
      Less: expense offset arrangement                            (909)          (410)           (521)
                                                          ------------   ------------   -------------
      Net expenses                                          10,702,251      3,831,981       4,972,282
                                                          ------------   ------------   -------------
   Net investment income                                    53,936,076     17,465,355      24,167,157
                                                          ------------   ------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT
  TRANSACTIONS
   Net realized gain (loss) on:
      Investment transactions                               (3,981,659)      (634,824)       (119,900)
      Futures transactions                                     105,699        201,789         321,901
      Swap transactions                                      1,548,606          8,337         287,249
                                                          ------------   ------------   -------------
   Net realized gain (loss) on investment transactions      (2,327,354)      (424,698)        489,250
                                                          ------------   ------------   -------------
   Net decrease in unrealized appreciation/
     (depreciation) of investments, futures and swaps      (38,554,016)   (13,104,063)    (18,972,070)
                                                          ------------   ------------   -------------
   Net realized and unrealized loss on investment
     transactions                                          (40,881,370)   (13,528,761)    (18,482,820)
                                                          ------------   ------------   -------------
   Net increase in net assets resulting from operations   $ 13,054,706   $  3,936,594   $   5,684,337
                                                          ============   ============   =============


   See Notes to Financial Statements.


- --------------------------------------------------------------------------------
28  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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

                                                                       SHORT
                                                                   DURATION PLUS
                                                                     PORTFOLIO
- --------------------------------------------------------------------------------
INVESTMENT INCOME
   Income:
      Interest                                                     $ 10,363,007
                                                                   ------------
   Total income                                                      10,363,007
                                                                   ------------

   Expenses
      Management fee                                                  1,137,531
      Shareholder servicing fee                                         195,861
      Custodian fees                                                    104,095
      Transfer Agent fee--Plus Class                                     25,734
      Transfer Agent fee--Class A                                        21,284
      Transfer Agent fee--Class B                                        13,646
      Transfer Agent fee--Class C                                        11,895
      Distribution fees--Short Duration Class A                          58,830
      Distribution fees--Short Duration Class B                         124,475
      Distribution fees--Short Duration Class C                         108,637
      Auditing and tax fees                                              14,220
      Directors' fees and expenses                                        3,840
      Legal fees                                                          9,686
      Registration fees                                                  48,347
      Printing fees                                                      35,666
      Miscellaneous                                                      14,597
                                                                   ------------
   Total expenses                                                     1,928,344
      Less: expense offset arrangement                                   (1,014)
                                                                   ------------
      Net expenses                                                    1,927,330
                                                                   ------------
   Net investment income                                              8,435,677
                                                                   ------------
REALIZED AND UNREALIZED LOSS ON
INVESTMENT TRANSACTIONS
   Net realized loss on investment transactions                      (3,690,713)
                                                                   ------------
   Net decrease in unrealized appreciation/(depreciation)
     of investments and swaps                                          (424,785)
                                                                   ------------
   Net realized and unrealized loss on investment transactions       (4,115,498)
                                                                   ------------
   Net increase in net assets resulting from operations            $  4,320,179
                                                                   ============

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  29



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Changes in Net Assets



                                                                  TAX-MANAGED
                                                                 INTERNATIONAL                       INTERNATIONAL
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED 3/31/06         ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
Operations:
      Net investment income                            $    13,947,706   $    62,239,311   $     4,658,446   $    29,005,975
      Net realized gain (loss) on investment and
        foreign currency transactions                      445,161,235       350,763,410       236,677,819       211,320,415
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments and foreign currency denominated
        assets and liabilities                             526,219,567       714,291,614       207,224,027       294,200,680
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets resulting from
     operations                                            985,328,508     1,127,294,335       448,560,292       534,527,070
                                                       ---------------   ---------------   ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)             (76,837,936)      (38,554,498)      (37,507,007)      (19,679,950)
      Distributions from net realized gain on
        investment transactions (a)                       (352,939,338)      (64,402,318)                0                 0
                                                       ---------------   ---------------   ---------------   ---------------
   Total dividends and distributions to shareholders      (429,777,274)     (102,956,816)      (37,507,007)      (19,679,950)
                                                       ---------------   ---------------   ---------------   ---------------
   Capital-share transactions
      Net proceeds from sales of shares                    674,615,593     1,054,997,614       347,040,701       443,734,535
      Net proceeds from sales of shares issued to
        shareholders on reinvestment of dividends
        and distributions                                  368,733,747        97,862,728        36,476,471        19,096,435
                                                       ---------------   ---------------   ---------------   ---------------
   Total proceeds from shares sold                       1,043,349,340     1,152,860,342       383,517,172       462,830,970
   Cost of shares redeemed                                (375,485,678)     (707,054,456)     (302,368,400)     (349,463,822)
                                                       ---------------   ---------------   ---------------   ---------------
   Increase (decrease) in net assets from
     capital-share transactions                            667,863,662       445,805,886        81,148,772       113,367,148
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets                            1,223,414,896     1,470,143,405       492,202,057       628,214,268

NET ASSETS:
   Beginning of period                                   6,082,047,239     4,611,903,834     2,827,605,071     2,199,390,803
                                                       ---------------   ---------------   ---------------   ---------------
   End of period (b)                                   $ 7,305,462,135   $ 6,082,047,239   $ 3,319,807,128   $ 2,827,605,071
                                                       ===============   ===============   ===============   ===============
(b) Includes undistributed net investment
  income/(excess distributions) of:                    $    (1,392,601)  $    61,497,629   $    (4,174,588)  $    28,673,973
                                                       ===============   ===============   ===============   ===============


(a)   See page 36 for share class information on dividend distributions of the
      Tax-Managed International and International Portfolios. *Includes effect
      of portfolio transaction fee in the amounts of $4,523,703 and $13,012,499
      for the six months ended March 31, 2006 and the year ended September 30,
      2005, respectively.

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
30  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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


                                                                   EMERGING                          INTERMEDIATE
                                                                    MARKETS                            DURATION
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED 3/31/06         ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
Operations:
      Net investment income                            $     4,700,636   $    29,612,420   $    78,366,896   $   123,254,319
      Net realized gain (loss) on investment and
        foreign currency transactions                      195,101,672       379,858,809       (35,174,373)        2,643,441
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments and foreign currency
        denominated assets and liabilities                 135,213,950       263,522,430       (42,017,903)      (26,423,230)
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets resulting from
     operations                                            335,016,258       672,993,659         1,174,620        99,474,530
                                                       ---------------   ---------------   ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)             (25,802,664)       (2,635,948)      (80,100,965)     (126,024,077)
      Distributions from net realized gain on
        investment transactions (a)                       (403,836,187)      (36,713,975)       (1,045,578)       (8,277,788)
                                                       ---------------   ---------------   ---------------   ---------------
   Total dividends and distributions to shareholders      (429,638,851)      (39,349,923)      (81,146,543)     (134,301,865)
                                                       ---------------   ---------------   ---------------   ---------------
   Capital-share transactions
      Net proceeds from sales of shares                    232,745,899       373,695,958       565,381,615       923,619,555
      Net proceeds from sales of shares issued to
        shareholders on reinvestment of dividends
        and distributions                                  371,843,207        38,639,865        14,315,849        30,945,279
                                                       ---------------   ---------------   ---------------   ---------------
   Total proceeds from shares sold                         604,589,106       412,335,823       579,697,464       954,564,834
   Cost of shares redeemed                                (229,040,957)     (526,820,800)     (200,397,612)     (385,795,947)
                                                       ---------------   ---------------   ---------------   ---------------
   Increase (decrease) in net assets from
     capital-share transactions                            375,548,149*     (114,484,977)*     379,299,852       568,768,887
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets                              280,925,556       519,158,759       299,327,929       533,941,552

NET ASSETS:
   Beginning of period                                   1,880,526,319     1,361,367,560     3,386,744,957     2,852,803,405
                                                       ---------------   ---------------   ---------------   ---------------
   End of period (b)                                   $ 2,161,451,875   $ 1,880,526,319   $ 3,686,072,886   $ 3,386,744,957
                                                       ===============   ===============   ===============   ===============
(b) Includes undistributed net investment
  income/(excess distributions) of:                    $     2,626,487   $    23,728,515   $    (2,407,734)  $      (673,655)
                                                       ===============   ===============   ===============   ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  31



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Changes in Net Assets (continued)



                                                                U.S. GOVERNMENT                  INTERMEDIATE DURATION
                                                                 SHORT DURATION                      INSTITUTIONAL
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED 3/31/06         ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
Operations:
      Net investment income                            $     1,298,564   $     2,209,374   $    16,117,129   $    25,442,124
      Net realized gain (loss) on investment
        and foreign currency transactions                     (689,521)         (547,164)       (7,672,843)          537,774
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments, futures and swaps                          59,855          (874,120)       (7,811,132)       (5,540,221)
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets resulting from
     operations                                                668,898           788,090           633,154        20,439,677
                                                       ---------------   ---------------   ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)              (1,360,920)       (2,490,757)      (16,490,318)      (25,875,590)
      Distributions from net realized gain on
        investment transactions (a)                                  0            (7,475)                0        (3,830,748)
                                                       ---------------   ---------------   ---------------   ---------------
   Total dividends and distributions to shareholders        (1,360,920)       (2,498,232)      (16,490,318)      (29,706,338)
                                                       ---------------   ---------------   ---------------   ---------------
   Capital-share transactions:
      Net proceeds from sales of shares                      8,732,080        16,832,340       161,149,112       197,365,725
      Net proceeds from sales of shares
        issued to shareholders on reinvestment
       of dividends and distributions                          735,817         1,339,188         4,547,163        13,042,331
                                                       ---------------   ---------------   ---------------   ---------------
   Total proceeds from shares sold                           9,467,897        18,171,528       165,696,275       210,408,056
     Cost of shares redeemed                               (12,900,895)      (23,661,657)      (90,751,620)     (159,474,673)
                                                       ---------------   ---------------   ---------------   ---------------
   Increase (decrease) in net assets from
     capital-share transactions                             (3,432,998)       (5,490,129)       74,944,655        50,933,383
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase (decrease) in net assets                    (4,125,020)       (7,200,271)       59,087,491        41,666,722

NET ASSETS:
   Beginning of period                                      86,394,499        93,594,770       650,915,191       609,248,469
                                                       ---------------   ---------------   ---------------   ---------------
   End of period (b)                                   $    82,269,479   $    86,394,499   $   710,002,682   $   650,915,191
                                                       ===============   ===============   ===============   ===============

(b) Includes undistributed net investment
  income/ (excess distributions) of:                   $       (12,649)  $        49,707   $      (915,585)  $      (542,396)
                                                       ===============   ===============   ===============   ===============


(a)   See page 36 for share class information on dividend distributions of the
      Diversified Municipal Portfolio.

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
32  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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


                                                                 SHORT DURATION                       SHORT DURATION
                                                             DIVERSIFIED MUNICIPAL                CALIFORNIA MUNICIPAL
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED  3/31/06        ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
  Operations:
      Net investment income                            $     3,232,865   $     5,217,926   $     727,063     $     1,286,431
      Net realized gain (loss) on investment
        and foreign currency transactions                     (327,889)         (957,651)       (228,612)           (168,122)
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments, futures and swaps                        (966,695)       (1,112,181)        (72,316)           (392,395)
                                                       ---------------   ---------------   -------------     ---------------
   Net increase in net assets resulting from
     operations                                              1,938,281         3,148,094         426,135             725,914
                                                       ---------------   ---------------   -------------     ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)              (3,251,067)       (5,214,254)       (732,083)         (1,288,933)
      Distributions from net realized gain on
        investment transactions (a)                                  0                 0               0                   0
                                                       ---------------   ---------------   -------------     ---------------
   Total dividends and distributions to shareholders        (3,251,067)       (5,214,254)       (732,083)         (1,288,933)
                                                       ---------------   ---------------   -------------     ---------------
   Capital-share transactions:
      Net proceeds from sales of shares                     79,018,564       171,799,003      30,196,178          45,457,089
      Net proceeds from sales of shares
       issued to shareholders on reinvestment
       of dividends and distributions                        1,389,926         2,175,270         447,706             806,718
                                                       ---------------   ---------------   -------------     ---------------
   Total proceeds from shares sold                          80,408,490       173,974,273      30,643,884          46,263,807
     Cost of shares redeemed                              (102,672,682)     (167,336,591)    (22,911,903)        (55,312,984)
                                                       ---------------   ---------------   -------------     ---------------
   Increase (decrease) in net assets from
     capital-share transactions                            (22,264,192)        6,637,682       7,731,981          (9,049,177)
                                                       ---------------   ---------------   -------------     ---------------
   Net increase (decrease) in net assets                   (23,576,978)        4,571,522       7,426,033          (9,612,196)

NET ASSETS:
   Beginning of period                                     258,299,968       253,728,446      62,024,582          71,636,778
                                                       ---------------   ---------------   -------------     ---------------
   End of period (b)                                   $   234,722,990   $   258,299,968   $  69,450,615     $    62,024,582
                                                       ===============   ===============   =============     ===============

(b) Includes undistributed net investment
  income/ (excess distributions) of:                   $       (34,515)  $       (16,313)  $     (25,095)    $       (20,075)
                                                       ===============   ===============   =============     ===============


                                                                 SHORT DURATION
                                                               NEW YORK MUNICIPAL                DIVERSIFIED MUNICIPAL
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED 3/31/06         ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
  Operations:
      Net investment income                            $     1,490,579   $     2,453,523   $    53,936,076   $    91,004,516
      Net realized gain (loss) on investment
        and foreign currency transactions                         (168)         (632,730)       (2,327,354)           93,901
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments, futures and swaps                        (558,299)         (173,740)      (38,554,016)      (43,831,499)
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets resulting from
     operations                                                932,112         1,647,053        13,054,706        47,266,918
                                                       ---------------   ---------------   ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)              (1,499,968)       (2,457,605)      (54,147,869)      (90,960,777)
      Distributions from net realized gain on
        investment transactions (a)                                  0                 0                 0                 0
                                                       ---------------   ---------------   ---------------   ---------------
   Total dividends and distributions to shareholders        (1,499,968)       (2,457,605)      (54,147,869)      (90,960,777)
                                                       ---------------   ---------------   ---------------   ---------------
   Capital-share transactions:
      Net proceeds from sales of shares                     25,888,349        72,030,243       631,852,110       985,636,697
      Net proceeds from sales of shares
        issued to shareholders on reinvestment
        of dividends and distributions                         678,296         1,121,675         9,223,603        18,173,262
                                                       ---------------   ---------------   ---------------   ---------------
   Total proceeds from shares sold
     Cost of shares redeemed                                26,566,645        73,151,918       641,075,713     1,003,809,959
                                                           (33,535,425)      (72,459,303)     (293,859,675)     (564,369,617)
                                                       ---------------   ---------------   ---------------   ---------------
   Increase (decrease) in net assets from
     capital-share transactions                             (6,968,780)          692,615       347,216,038       439,440,342
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase (decrease) in net assets
                                                            (7,536,636)         (117,937)      306,122,875       395,746,483
NET ASSETS:
   Beginning of period                                     123,057,816       123,175,753     3,192,897,849     2,797,151,366
                                                       ---------------   ---------------   ---------------   ---------------
   End of period (b)                                   $   115,521,180   $   123,057,816   $ 3,499,020,724   $ 3,192,897,849
                                                       ===============   ===============   ===============   ===============
(b) Includes undistributed net investment
  income/ (excess distributions) of:                   $        (8,282)  $         1,107   $      (219,786)  $        (7,993)
                                                       ===============   ===============   ===============   ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  33



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Changes in Net Assets (continued)



                                                              CALIFORNIA MUNICIPAL                 NEW YORK MUNICIPAL
                                                                   PORTFOLIO                           PORTFOLIO

                                                          SIX MONTHS          YEAR            SIX MONTHS          YEAR
                                                        ENDED 3/31/06         ENDED         ENDED 3/31/06         ENDED
                                                         (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
INCREASE (DECREASE) IN NET ASSETS FROM
  Operations:
      Net investment income                            $    17,465,355   $    29,762,722   $    24,167,157   $    43,100,305
      Net realized gain (loss) on investment
        transactions                                          (424,698)          354,068           489,250         1,717,857
      Increase (decrease) in unrealized
        appreciation/ (depreciation) of
        investments, futures and swaps                     (13,104,063)      (10,356,391)      (18,972,070)      (21,490,657)
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase (decrease) in net assets resulting
     from operations                                         3,936,594        19,760,399         5,684,337        23,327,505
                                                       ---------------   ---------------   ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)             (17,531,171)      (29,792,395)      (24,264,396)      (43,178,963)
      Distributions from net realized gain on
        investment transactions (a)                                  0          (675,420)                0                 0
                                                       ---------------   ---------------   ---------------   ---------------
   Total dividends and distributions to shareholders       (17,531,171)      (30,467,815)      (24,264,396)      (43,178,963)
                                                       ---------------   ---------------   ---------------   ---------------
   Capital-share transactions:
      Net proceeds from sales of shares                    206,373,617       324,048,982       215,858,329       388,609,059
      Net proceeds from sales of shares
        issued to shareholders on reinvestment
        of dividends and distributions                       3,555,776         7,794,812         6,093,043        12,522,489
                                                       ---------------   ---------------   ---------------   ---------------
   Total proceeds from shares sold                         209,929,393       331,843,794       221,951,372       401,131,548
     Cost of shares redeemed                              (114,710,060)     (197,962,811)     (126,967,238)     (263,675,915)
                                                       ---------------   ---------------   ---------------   ---------------
   Increase in net assets from capital-share
     transactions                                           95,219,333       133,880,983        94,984,134       137,455,633
                                                       ---------------   ---------------   ---------------   ---------------
   Net increase in net assets                               81,624,756       123,173,567        76,404,075       117,604,175

NET ASSETS:
   Beginning of period                                   1,075,384,409       952,210,842     1,404,264,403     1,286,660,228
                                                       ---------------   ---------------   ---------------   ---------------
   End of period (b)                                   $ 1,157,009,165   $ 1,075,384,409   $ 1,480,668,478   $ 1,404,264,403
                                                       ===============   ===============   ===============   ===============
(b) Includes undistributed net investment
  income/ (excess distributions) of:                   $      (235,700)  $      (169,884)  $       (91,176)  $         6,063
                                                       ===============   ===============   ===============   ===============


(a)   See pages 36 & 37 for share class information on dividend distributions of
      the California Municipal and New York Municipal Portfolios.

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
34  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                                                     SHORT
                                                                DURATION PLUS
                                                                  PORTFOLIO

                                                          SIX MONTHS          YEAR
                                                        ENDED  3/31/06        ENDED
                                                         (UNAUDITED)         9/30/05
- ----------------------------------------------------------------------------------------
                                                                   
INCREASE (DECREASE) IN NET ASSETS FROM
  Operations:
      Net investment income                            $     8,435,677   $    14,775,130
      Net realized loss on investment transactions          (3,690,713)       (4,683,066)
      Decrease in unrealized appreciation/
        (depreciation) of investments and swaps               (424,785)       (5,122,328)
                                                       ---------------   ---------------
   Net increase in net assets resulting
     from operations                                         4,320,179         4,969,736
                                                       ---------------   ---------------
   Dividends and distributions to shareholders:
      Dividends from net investment income (a)              (9,352,304)      (16,141,481)
      Distributions from net realized gain on
        investment transactions (a)                                  0          (520,245)
                                                       ---------------   ---------------
   Total dividends and distributions to shareholders        (9,352,304)      (16,661,726)
                                                       ---------------   ---------------
   Capital-share transactions:
      Net proceeds from sales of shares                     65,907,491       178,626,953
      Net proceeds from sales of shares issued
        to shareholders on reinvestment of
        dividends and distributions                          3,964,696         7,646,420
                                                       ---------------   ---------------
   Total proceeds from shares sold                          69,872,187       186,273,373
      Cost of shares redeemed                             (105,126,970)     (245,678,393)
                                                       ---------------   ---------------
   Decrease in net assets from capital-share
     transactions                                          (35,254,783)      (59,405,020)
                                                       ---------------   ---------------
   Net decrease in net assets                              (40,286,908)      (71,097,010)

NET ASSETS:
   Beginning of period                                     493,448,921       564,545,931
                                                       ---------------   ---------------
   End of period (b)                                   $   453,162,013   $   493,448,921
                                                       ===============   ===============
   (b) Includes excess distributions of:               $    (1,345,847)  $      (429,220)
                                                       ===============   ===============


(a)   See page 37 for share class information on dividend distributions of the
      Short Duration Plus Portfolio.

See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  35



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.

Statements of Changes in Net Assets (continued)



                                                   --------------------------------      ---------------------------------
                                                             TAX-MANAGED
                                                            INTERNATIONAL                         INTERNATIONAL
                                                              PORTFOLIO                             PORTFOLIO
                                                   --------------------------------      ---------------------------------
                                                    SIX MONTHS            YEAR            SIX MONTHS             YEAR
                                                   ENDED 3/31/06          ENDED          ENDED 3/31/06          ENDED
                                                    (UNAUDITED)          9/30/05          (UNAUDITED)          9/30/05
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                
Dividends to shareholders:
   Dividends from net investment income
   Tax-Managed International and International
   Class Shares, respectively                      $ (76,795,406)     $ (38,551,625)     $ (37,094,428)     $ (19,606,874)
   Class A                                               (36,350)            (1,635)          (355,394)           (32,241)
   Class B                                                (1,290)              (374)           (13,731)            (6,949)
   Class C                                                (4,890)              (864)           (43,454)           (33,811)
   Class R                                                     0                  0                  0                (75)
                                                   -------------      -------------      -------------      -------------
                                                   $ (76,837,936)     $ (38,554,498)     $ (37,507,007)     $ (19,679,950)
                                                   =============      =============      =============      =============

Distributions from net realized gain on
investment transactions
Tax-Managed International and International
Class Shares, respectively                         $(352,717,365)     $ (64,395,815)
Class A                                                 (170,785)            (2,979)
Class B                                                  (10,684)            (1,067)
Class C                                                  (40,504)            (2,457)
                                                   -------------      -------------
                                                   $(352,939,338)     $ (64,402,318)
                                                   =============      =============


                                                   --------------------------------      ---------------------------------
                                                              DIVERSIFIED                           CALIFORNIA
                                                               MUNICIPAL                             MUNICIPAL
                                                               PORTFOLIO                             PORTFOLIO
                                                   --------------------------------      ---------------------------------
                                                    SIX MONTHS            YEAR            SIX MONTHS             YEAR
                                                   ENDED 3/31/06          ENDED          ENDED 3/31/06          ENDED
                                                    (UNAUDITED)          9/30/05          (UNAUDITED)          9/30/05
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                
Dividends to shareholders:
   Dividends from net investment income
   Municipal Class                                 $ (51,595,905)     $ (84,945,388)     $ (16,453,918)     $ (27,333,546)
   Class A                                            (1,157,586)        (2,586,427)          (507,371)        (1,117,535)
   Class B                                              (682,847)        (1,768,647)          (269,999)          (671,269)
   Class C                                              (711,531)        (1,660,315)          (299,883)          (670,045)
                                                   -------------      -------------      -------------      -------------
                                                   $ (54,147,869)     $ (90,960,777)     $ (17,531,171)     $ (29,792,395)
                                                   =============      =============      =============      =============

Distributions from net realized gain on
investment transactions
Municipal Class                                    $           0      $           0      $           0      $    (600,291)
Class A                                                        0                  0                  0            (27,031)
Class B                                                        0                  0                  0            (24,289)
Class C                                                        0                  0                  0            (23,809)
                                                   -------------      -------------      -------------      -------------
                                                   $           0      $           0      $           0      $    (675,420)
                                                   =============      =============      =============      =============


See Notes to Financial Statements.


- --------------------------------------------------------------------------------
36  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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

                                               ---------------------------------
                                                           NEW YORK
                                                           MUNICIPAL
                                                           PORTFOLIO
                                               ---------------------------------
                                                 SIX MONTHS           YEAR
                                               ENDED 3/31/06          ENDED
                                                (UNAUDITED)          9/30/05
- --------------------------------------------------------------------------------
Dividends to shareholders:
   Dividends from net investment income
   Municipal Class                             $ (22,632,283)     $ (39,335,597)
   Class A                                          (674,410)        (1,528,070)
   Class B                                          (558,291)        (1,267,103)
   Class C                                          (399,412)        (1,048,193)
                                               -------------      -------------
                                               $ (24,264,396)     $ (43,178,963)
                                               =============      =============

                                               ---------------------------------
                                                             SHORT
                                                         DURATION PLUS
                                                           PORTFOLIO
                                               ---------------------------------
                                                SIX MONTHS            YEAR
                                               ENDED 3/31/06          ENDED
                                                (UNAUDITED)          9/30/05
- --------------------------------------------------------------------------------
Dividends to shareholders:
   Dividends from net investment income
   Short Duration Plus Class                   $  (7,926,035)     $ (13,219,192)
   Class A                                          (726,768)        (1,460,769)
   Class B                                          (373,215)          (783,292)
   Class C                                          (326,286)          (678,131)
   Class R                                                 0                (97)
                                               -------------      -------------
                                               $  (9,352,304)     $ (16,141,481)
                                               =============      =============

   Distributions from net realized gain on
   investment transactions
   Short Duration Plus Class                   $           0      $    (395,649)
   Class A                                                 0            (50,066)
   Class B                                                 0            (39,845)
   Class C                                                 0            (34,676)
   Class R                                                 0                 (9)
                                               -------------      -------------
                                               $           0      $    (520,245)
                                               =============      =============


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  37



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                           --------------------------------------------------------------------------------------
                                                                    TAX-MANAGED INTERNATIONAL PORTFOLIO
                                                                      TAX-MANAGED INTERNATIONAL CLASS
                                           --------------------------------------------------------------------------------------
                                            SIX MONTHS
                                           ENDED 3/31/06     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED
                                            (UNAUDITED)       9/30/05       9/30/04       9/30/03       9/30/02       9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period        $    24.72       $    20.42    $    17.53    $    13.10    $    15.22     $    20.44
                                            ----------       ----------    ----------    ----------    ----------     ----------
   Income from investment operations:
      Investment income, net+                     0.05             0.26          0.15          0.24          0.17           0.21
      Net realized and unrealized gain
         (loss) on investment and
         foreign currency transactions            3.65             4.49          3.04          4.39         (2.00)         (3.48)
                                            ----------       ----------    ----------    ----------    ----------     ----------
Total from investment operations                  3.70             4.75          3.19          4.63         (1.83)         (3.27)
                                            ----------       ----------    ----------    ----------    ----------     ----------
   Less distributions:
      Dividends from taxable net
         investment income                       (0.31)           (0.17)        (0.30)        (0.20)        (0.29)         (0.16)
      Distributions from net realized
         gain on investment transactions         (1.43)           (0.28)            0             0             0          (1.79)
                                            ----------       ----------    ----------    ----------    ----------     ----------
Total distributions                              (1.74)           (0.45)        (0.30)         0.20)        (0.29)         (1.95)
                                            ----------       ----------    ----------    ----------    ----------     ----------
Net asset value, end of period              $    26.68       $    24.72    $    20.42    $    17.53    $    13.10     $    15.22
                                            ==========       ==========    ==========    ==========    ==========     ==========
Total return (b)                                 15.92%           23.62%        18.34%        35.65%       (12.39)%       (17.49)%

RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                         $7,299,523       $6,078,513    $4,611,550    $3,561,248    $2,365,421     $2,420,323
   Average net assets (000 omitted)         $6,486,550       $5,303,305    $4,206,956    $2,890,486    $2,708,477     $2,828,736
   Ratio of expenses to average
      net assets                                  1.16%(h)*        1.22%         1.24%         1.25%         1.25%          1.25%
   Ratio of net investment income
      to average net assets                       0.43%(h)*        1.17%         0.79%         1.59%         1.04%          1.14%
   Portfolio turnover rate                          32%              53%           71%           28%           64%            46%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
38  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                           --------------------------------------------------------------------------------------
                                                                          INTERNATIONAL PORTFOLIO
                                                                            INTERNATIONAL CLASS
                                           --------------------------------------------------------------------------------------
                                            SIX MONTHS
                                           ENDED 3/31/06     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED
                                            (UNAUDITED)       9/30/05       9/30/04        9/30/03       9/30/02      9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period       $     23.27       $    18.94    $    16.06    $    11.95    $    14.16     $    20.44
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Income from investment operations:
      Investment income, net+                     0.04             0.25          0.14          0.23          0.14           0.18
      Net realized and unrealized gain
         (loss) on investment and
         foreign currency transactions            3.59             4.25          2.91          4.04         (1.90)         (3.11)
                                           -----------       ----------    ----------    ----------    ----------     ----------
Total from investment operations                  3.63             4.50          3.05          4.27         (1.76)         (2.93)
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Less distributions:
      Dividends from taxable net
         investment income                       (0.31)           (0.17)        (0.17)        (0.16)        (0.45)         (0.79)
      Distributions from net realized
         gain on investment transactions             0                0             0             0             0          (2.56)
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Total distributions                           (0.31)           (0.17)        (0.17)        (0.16)        (0.45)         (3.35)
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Net asset value, end of period          $     26.59       $    23.27    $    18.94    $    16.06    $    11.95     $    14.16
                                           ===========       ==========    ==========    ==========    ==========     ==========
   Total return (b)                              15.76%           23.90%        19.05%        36.00%       (13.01)%       (16.95)%

RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                        $ 3,274,380       $2,785,730    $2,190,687    $1,826,667    $1,299,449     $1,426,683
   Average net assets (000 omitted)        $ 2,959,321       $2,462,819    $2,045,596    $1,572,731    $1,539,788     $1,718,245
   Ratio of expenses to average
      net assets                                  1.22%(h)*        1.26%         1.28%         1.29%         1.29%          1.28%
   Ratio of net investment income
      to average net assets                       0.32%(h)*        1.17%         0.76%         1.63%         0.97%          1.06%
   Portfolio turnover rate                          39%              61%           92%           28%           67%            45%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  39



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                          -------------------------------------------------------------------------------------
                                                                            EMERGING MARKETS
                                                                                PORTFOLIO
                                          -------------------------------------------------------------------------------------
                                           SIX MONTHS
                                          ENDED 3/31/06     YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED
                                           (UNAUDITED)       9/30/05        9/30/04       9/30/03       9/30/02     9/30/01 (a)
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Net asset value, beginning of period       $    43.22       $    28.91     $    20.81     $  13.65     $  12.48     $    16.91
                                           ----------       ----------     ----------     --------     --------     ----------
   Income from investment operations:
      Investment income, net+                    0.09             0.66           0.36         0.26         0.13           0.17
      Net realized and unrealized gain
         (loss) on investment and
         foreign currency transactions           6.33            14.20           7.76         6.87         1.04          (4.34)
                                           ----------       ----------     ----------     --------     --------     ----------
   Total from investment operations              6.42            14.86           8.12         7.13         1.17          (4.17)
                                           ----------       ----------     ----------     --------     --------     ----------
   Less distributions:
      Dividends from taxable net
         investment income                      (0.60)           (0.06)         (0.22)       (0.08)       (0.13)         (0.09)
      Distributions from net realized
         gain on investment transactions        (9.39)           (0.78)             0            0            0          (0.28)
                                           ----------       ----------     ----------     --------     --------     ----------
Total distributions                             (9.99)           (0.84)         (0.22)       (0.08)       (0.13)         (0.37)
                                           ----------       ----------     ----------     --------     --------     ----------
Portfolio transaction fee                        0.09             0.29           0.20         0.11         0.13           0.11
                                           ----------       ----------     ----------     --------     --------     ----------
Net asset value, end of period             $    39.74       $    43.22     $    28.91     $  20.81     $  13.65     $    12.48
                                           ==========       ==========     ==========     ========     ========     ==========
Total return (b)                                16.35%(c)        48.78%(c)      34.66%(c)    47.21%(c)     5.98%(c)     (27.36)%(c)

RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                        $2,161,452       $1,880,526     $1,361,368     $898,402     $518,984     $  499,414
   Average net assets (000 omitted)        $1,947,795       $1,600,912     $1,150,902     $653,705     $588,195     $  578,168
   Ratio of expenses to average net
      assets                                     1.59%(h)*        1.68%          1.72%        1.72%        1.73%          1.75%
   Ratio of net investment income to
      average net assets                         0.48%(h)*        1.85%          1.41%        1.57%        0.89%          1.10%
   Portfolio turnover rate                         29%              54%            44%          38%          34%            34%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
40  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                           --------------------------------------------------------------------------------------
                                                                               INTERMEDIATE
                                                                            DURATION PORTFOLIO
                                           --------------------------------------------------------------------------------------
                                            SIX MONTHS
                                           ENDED 3/31/06     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED
                                            (UNAUDITED)        9/30/05       9/30/04      9/30/03       9/30/02       9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period       $     13.27       $    13.41    $    13.43    $    13.08    $    12.98     $    12.51
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Income from investment operations:
      Investment income, net+                     0.29             0.53          0.50          0.47          0.59           0.72
      Net realized and unrealized gain
         (loss) on investments and
         foreign currency transactions           (0.29)           (0.09)        (0.01)         0.35          0.10           0.47
                                           -----------       ----------    ----------    ----------    ----------     ----------
Total from investment operations                  0.00             0.44          0.49          0.82          0.69           1.19
                                           -----------       ----------    ----------    ----------    ----------     ----------
   Less distributions:
      Dividends from taxable net
         investment income                       (0.30)           (0.54)        (0.51)        (0.47)        (0.59)         (0.68)
      Distributions from net realized
         gain on investment transactions          0.00(d)         (0.04)            0             0             0          (0.04)
                                           -----------       ----------    ----------    ----------    ----------     ----------
Total distributions                              (0.30)           (0.58)        (0.51)        (0.47)        (0.59)         (0.72)
                                           -----------       ----------    ----------    ----------    ----------     ----------
Net asset value, end of period             $     12.97       $    13.27    $    13.41    $    13.43    $    13.08     $    12.98
                                           ===========       ==========    ==========    ==========    ==========     ==========
Total return (b)                                  0.01%            3.35%         3.74%         6.39%         5.48%          9.80%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                        $ 3,686,073       $3,386,745    $2,852,803    $2,402,262    $2,151,988     $2,130,691
   Average net assets (000 omitted)        $ 3,504,963       $3,104,905    $2,612,933    $2,249,030    $2,135,339     $2,060,159
   Ratio of expenses to average
      net assets                                  0.59%(h)*        0.60%         0.61%         0.61%         0.61%          0.61%
   Ratio of net investment income to
      average net assets                          4.43%(h)*        3.97%         3.72%         3.55%         4.57%          5.66%
   Portfolio turnover rate                         188%             586%          660%          796%          727%           532%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  41



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                       ------------------------------------------------------------------------------------
                                                                          U.S. GOVERNMENT
                                                                      SHORT DURATION PORTFOLIO
                                       ------------------------------------------------------------------------------------
                                         SIX MONTHS
                                       ENDED 3/31/06       YEAR ENDED     YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED
                                        (UNAUDITED)          9/30/05        9/30/04      9/30/03      9/30/02    9/30/01 (a)
- ------------------------------------------------------------------------  ---------------------------------------------------
                                                                                               
Net asset value, beginning of period   $       12.45       $    12.68     $    13.00   $    13.23   $    13.07   $     12.49
                                       -------------       ----------     ----------   ----------   ----------   -----------
  Income from investment operations:
    Investment income, net+                     0.19             0.30           0.26         0.31         0.40          0.59
    Net realized and unrealized gain
      (loss) on investment
      transactions                             (0.09)           (0.19)         (0.14)       (0.04)        0.16          0.58
                                       -------------       ----------     ----------   ----------   ----------   -----------
  Total from investment operations              0.10             0.11           0.12         0.27         0.56          1.17
                                       -------------       ----------     ----------   ----------   ----------   -----------
  Less distributions:
    Dividends from taxable net
      investment income                        (0.20)           (0.34)         (0.30)       (0.31)       (0.40)        (0.59)
    Dividends from net realized gain
      on investment transactions                   0                0(d)       (0.14)       (0.19)           0             0
                                       -------------       ----------     ----------   ----------   ----------   -----------
Total distributions                            (0.20)           (0.34)         (0.44)       (0.50)       (0.40)        (0.59)
                                       -------------       ----------     ----------   ----------   ----------   -----------
Net asset value, end of period         $       12.35       $    12.45     $    12.68   $    13.00   $    13.23   $     13.07
                                       =============       ==========     ==========   ==========   ==========   ===========
Total return (b)                                0.80%            0.90%          0.93%        2.10%        5.42%         9.62%
Ratios/Supplemental Data
  Net assets, end of period
    (000 omitted)                      $      82,269       $   86,394     $   93,595   $  112,561   $  115,400   $   101,664
  Average net assets (000 omitted)     $      84,197       $   91,842     $  101,777   $  120,631   $  106,080   $   101,326
  Ratio of expenses to average
    net assets                                  0.79%(h)*        0.78%          0.80%        0.76%        0.74%         0.72%
  Ratio of expenses to average net
    assets excluding interest expense           0.79%(h)*        0.78%          0.78%        0.76%        0.74%         0.72%
  Ratio of net investment income to
    average net assets                          3.06%(h)*        2.41%          2.06%        2.39%        3.04%         4.65%
  Portfolio turnover rate                         83%             167%           358%         323%         230%          344%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
42  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

Financial Highlights

Selected per-share data and ratios for a share of capital stock outstanding for
the Portfolio for each of the periods presented:



                                       ------------------------------------------------------------------------
                                                                 INTERMEDIATE DURATION
                                                                INSTITUTIONAL PORTFOLIO
                                       ------------------------------------------------------------------------
                                        SIX MONTHS
                                       ENDED 3/31/06       YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED
                                        (UNAUDITED)          9/30/05      9/30/04      9/30/03    9/30/02(e)
- ---------------------------------------------------------------------------------------------------------------
                                                                                   
Net asset value, beginning of period   $       15.25       $    15.48   $    15.74   $    15.44   $    15.00(f)
                                       -------------       ----------   ----------   ----------   ----------
Income from investment operations:
   Investment income, net+                      0.35             0.64         0.60         0.56         0.25
   Net realized and unrealized gain
     (loss) on investment and foreign
     currency transactions                     (0.34)           (0.13)       (0.03)        0.41         0.44
                                       -------------       ----------   ----------   ----------   ----------
Total from investment operations                0.01             0.51         0.57         0.97         0.69
                                       -------------       ----------   ----------   ----------   ----------
   Less distributions:
     Dividends from taxable net
       investment income                       (0.35)           (0.65)       (0.61)       (0.57)       (0.25)
     Dividends from net realized gain
       on investment transactions                  0            (0.09)       (0.22)       (0.10)           0
                                       -------------       ----------   ----------   ----------   ----------
Total distributions                            (0.35)           (0.74)       (0.83)       (0.67)       (0.25)
                                       -------------       ----------   ----------   ----------   ----------
Net asset value, end of period         $       14.91       $    15.25   $    15.48   $    15.74   $    15.44
                                       =============       ==========   ==========   ==========   ==========
Total return (b)                                0.07%            3.41%        3.76%        6.44%        4.62%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
     (000 omitted)                     $     710,003       $  650,915   $  609,248   $  464,517   $  328,393
   Average net assets (000 omitted)    $     703,796       $  611,401   $  535,624   $  383,604   $  237,462
   Ratio of expenses to average
     net assets                                 0.45%(h)*        0.45%        0.45%        0.45%        0.45%*
   Ratio of expenses to average net
     assets before reimbursement                0.57%(h)*        0.57%        0.58%        0.64%        0.75%*
   Ratio of net investment income to
     average net assets                         4.54%(h)*        4.16%        3.86%        3.64%        4.37%*
   Portfolio turnover rate                       254%             619%         682%         791%         324%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  43



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                       ------------------------------------------------------------------------------------
                                                                   SHORT DURATION DIVERSIFIED
                                                                       MUNICIPAL PORTFOLIO
                                       ------------------------------------------------------------------------------------
                                        SIX MONTHS
                                       ENDED 3/31/06       YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED
                                        (UNAUDITED)          9/30/05    9/30/04(g)     9/30/03      9/30/02    9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period   $       12.51       $    12.60   $    12.69   $    12.79   $    12.70   $     12.44
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Income from investment operations:
     Investment income, net+                    0.16             0.26         0.22         0.29         0.37          0.47
     Net realized and unrealized gain
       (loss) on investment
       transactions                            (0.07)           (0.09)       (0.07)       (0.05)        0.10          0.26
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total from investment operations                0.09             0.17         0.15         0.24         0.47          0.73
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Less distributions:
     Dividends from taxable net
       investment income                           0                0        (0.01)           0            0         (0.01)
     Dividends from tax-exempt net
       investment income                       (0.16)           (0.26)       (0.21)       (0.29)       (0.37)        (0.46)
     Dividends from net realized gain
       on investment transactions                  0                0        (0.02)       (0.05)       (0.01)            0
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total distributions                            (0.16)           (0.26)       (0.24)       (0.34)       (0.38)        (0.47)
                                       -------------       ----------   ----------   ----------   ----------   -----------
Net asset value, end of period         $       12.44       $    12.51   $    12.60   $    12.69   $    12.79   $     12.70
                                       =============       ==========   ==========   ==========   ==========   ===========
Total return (b)                                0.76%            1.36%        1.21%        1.97%        3.81%         5.98%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
     (000 omitted)                     $     234,723       $  258,300   $  253,728   $  233,649   $  200,696   $   156,920
   Average net assets (000 omitted)    $     248,179       $  253,042   $  240,126   $  220,768   $  182,317   $   144,315
   Ratio of expenses to average
     net assets                                 0.71%(h)*        0.71%        0.69%        0.71%        0.71%         0.71%
   Ratio of net investment income to
     average net assets                         2.59%(h)*        2.06%        1.81%        2.30%        2.92%         3.73%
   Portfolio turnover rate                        24%             100%          84%          57%          56%           77%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
44  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                       ------------------------------------------------------------------------------------
                                                                    SHORT DURATION CALIFORNIA
                                                                       MUNICIPAL PORTFOLIO
                                       ------------------------------------------------------------------------------------
                                        SIX MONTHS
                                       ENDED 3/31/06       YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED
                                        (UNAUDITED)          9/30/05    9/30/04(g)     9/30/03      9/30/02    9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period   $       12.47       $    12.57   $    12.67   $    12.69   $    12.68   $     12.51
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Income from investment operations:
     Investment income, net+                    0.14             0.24         0.20         0.22         0.35          0.46
     Net realized and unrealized gain
       (loss) on investment
       transactions                            (0.06)           (0.10)       (0.10)       (0.02)        0.01          0.17
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total from investment operations                0.08             0.14         0.10         0.20         0.36          0.63
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Less distributions:
     Dividends from taxable net
       investment income                           0                0        (0.01)       (0.01)           0         (0.03)
     Dividends from tax-exempt net
       investment income                       (0.14)           (0.24)       (0.19)       (0.21)       (0.35)        (0.43)
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total distributions                            (0.14)           (0.24)       (0.20)       (0.22)       (0.35)        (0.46)
                                       -------------       ----------   ----------   ----------   ----------   -----------
Net asset value, end of period         $       12.41       $    12.47   $    12.57   $    12.67   $    12.69   $     12.68
                                       =============       ==========   ==========   ==========   ==========   ===========
Total return (b)                                0.65%            1.11%        0.81%        1.63%        2.87%         5.13%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
     (000 omitted)                     $      69,451       $   62,025   $   71,637   $   79,818   $   74,648   $    54,073
   Average net assets (000 omitted)    $      65,146       $   68,266   $   77,177   $   80,862   $   61,944   $    55,681
   Ratio of expenses to average
     net assets                                 0.82%(h)*        0.81%        0.78%        0.80%        0.79%         0.79%
   Ratio of net investment income to
     average net assets                         2.22%(h)*        1.88%        1.59%        1.77%        2.70%         3.66%
   Portfolio turnover rate                        25%              91%          90%          72%          28%           60%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  45



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                       ------------------------------------------------------------------------------------
                                                                      SHORT DURATION NEW YORK
                                                                        MUNICIPAL PORTFOLIO
                                       ------------------------------------------------------------------------------------
                                         SIX MONTHS
                                       ENDED 3/31/06       YEAR ENDED   YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED
                                        (UNAUDITED)          9/30/05    9/30/04(g)     9/30/03      9/30/02    9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period   $       12.39       $    12.47   $    12.55   $    12.57   $    12.54   $     12.31
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Income from investment operations:
     Investment income, net+                    0.15             0.25         0.22         0.26         0.36          0.44
     Net realized and unrealized gain
       (loss) on investment
       transactions                            (0.06)           (0.08)       (0.08)       (0.02)        0.03          0.23
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total from investment operations                0.09             0.17         0.14         0.24         0.39          0.67
                                       -------------       ----------   ----------   ----------   ----------   -----------
   Less distributions:
     Dividends from taxable net
       investment income                           0                0        (0.01)           0            0         (0.03)
     Dividends from tax-exempt net
       investment income                       (0.15)           (0.25)       (0.21)       (0.26)       (0.36)        (0.41)
                                       -------------       ----------   ----------   ----------   ----------   -----------
Total distributions                            (0.15)           (0.25)       (0.22)       (0.26)       (0.36)        (0.44)
Net asset value, end of period         $       12.33       $    12.39   $    12.47   $    12.55   $    12.57   $     12.54
                                       =============       ==========   ==========   ==========   ==========   ===========
Total return (b)                                0.76%            1.37%        1.16%        1.92%        3.14%         5.55%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
     (000 omitted)                     $     115,521       $  123,058   $  123,176   $  120,941   $  116,307   $    87,919
   Average net assets (000 omitted)    $     121,135       $  122,925   $  123,457   $  119,346   $  102,743   $    94,322
   Ratio of expenses to average
     net assets                                 0.74%(h)*        0.74%        0.74%        0.76%        0.77%         0.73%
   Ratio of net investment income to
     average net assets                         2.44%(h)*        2.00%        1.80%        2.06%        2.83%         3.56%
   Portfolio turnover rate                        21%              98%          68%          47%          38%           93%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
46  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                           ---------------------------------------------------------------------------------------
                                                                       DIVERSIFIED MUNICIPAL PORTFOLIO
                                                                               MUNICIPAL CLASS
                                           ---------------------------------------------------------------------------------------
                                            SIX MONTHS
                                           ENDED 3/31/06       YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                                            (UNAUDITED)          9/30/05     9/30/04(g)     9/30/03       9/30/02      9/30/01 (a)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net asset value, beginning of period       $       14.06       $     14.27   $     14.34   $     14.37   $     14.05   $     13.50
                                           -------------       -----------   -----------   -----------   -----------   -----------
   Income from investment operations:
      Investment income, net+                       0.23              0.44          0.45          0.51          0.56          0.59
      Net realized and unrealized gain
         (loss) on investment
          transactions                             (0.17)            (0.21)        (0.07)        (0.03)         0.32          0.55
                                           -------------       -----------   -----------   -----------   -----------   -----------
Total from investment operations                    0.06              0.23          0.38          0.48          0.88          1.14
                                           -------------       -----------   -----------   -----------   -----------   -----------
   Less distributions:
      Dividends from taxable net
         investment income                             0                 0         (0.02)        (0.01)            0         (0.01)
      Dividends from tax-exempt net
      investment income                            (0.23)            (0.44)        (0.43)        (0.50)        (0.56)        (0.58)
                                           -------------       -----------   -----------   -----------   -----------   -----------
Total distributions                                (0.23)            (0.44)        (0.45)        (0.51)        (0.56)        (0.59)
                                           -------------       -----------   -----------   -----------   -----------   -----------
Net asset value, end of period             $       13.89       $     14.06   $     14.27   $     14.34   $     14.37   $     14.05
                                           =============       ===========   ===========   ===========   ===========   ===========
Total return (b)                                    0.44%             1.62%         2.73%         3.44%         6.42%         8.63%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                        $   3,323,083       $ 2,976,421   $ 2,509,749   $ 2,045,981   $ 1,731,818   $ 1,388,653
   Average net assets (000 omitted)        $   3,126,422       $ 2,752,982   $ 2,261,248   $ 1,844,104   $ 1,532,681   $ 1,277,970
   Ratio of expenses to average
      net assets                                    0.60%(h)*         0.61%         0.61%         0.63%         0.64%         0.63%
   Ratio of net investment income to
      average net assets                            3.26%(h)*         3.09%         3.19%         3.58%         3.96%         4.30%
   Portfolio turnover rate                            17%               28%           41%           38%           22%           26%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  47



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                          ---------------------------------------------------------------------------------------
                                                                       CALIFORNIA MUNICIPAL PORTFOLIO
                                                                               MUNICIPAL CLASS
                                          ---------------------------------------------------------------------------------------
                                           SIX MONTHS
                                          ENDED 3/31/06       YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED
                                           (UNAUDITED)         9/30/05       9/30/04(g)      9/30/03      9/30/02     9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period      $      14.23       $     14.38   $     14.46   $     14.59   $     14.23   $      13.81
                                          ------------       -----------   -----------   -----------   -----------   ------------
   Income from investment operations:
      Investment income, net+                     0.23              0.43          0.43          0.47          0.51           0.57
      Net realized and unrealized gain
         (loss) on investment
         transactions                            (0.17)            (0.13)        (0.07)        (0.13)         0.36           0.42
                                          ------------       -----------   -----------   -----------   -----------   ------------
Total from investment operations                  0.06              0.30          0.36          0.34          0.87           0.99
                                          ------------       -----------   -----------   -----------   -----------   ------------
   Less distributions:
      Dividends from taxable net
         investment income                           0                 0         (0.02)        (0.03)            0          (0.04)
      Dividends from tax-exempt net
         investment income                       (0.23)            (0.44)        (0.41)        (0.44)        (0.51)         (0.53)
      Distributions from net realized
         gain on investment transactions             0             (0.01)        (0.01)            0             0              0
                                          ------------       -----------   -----------   -----------   -----------   ------------
Total distributions                              (0.23)            (0.45)        (0.44)        (0.47)        (0.51)         (0.57)
                                          ------------       -----------   -----------   -----------   -----------   ------------
Net asset value, end of period            $      14.06       $     14.23   $     14.38   $     14.46   $     14.59   $      14.23
                                          ============       ===========   ===========   ===========    ==========   ============
Total return (b)                                  0.43%             2.09%         2.55%         2.40%         6.27%          7.33%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                       $  1,079,634       $   983,388   $   843,206   $   685,360   $   597,222   $    491,194
   Average net assets (000 omitted)       $  1,014,569       $   898,450   $   752,372   $   625,249   $   541,454   $    460,729
   Ratio of expenses to average
      net assets                                  0.64%(h)*         0.65%         0.64%         0.66%         0.66%          0.65%
   Ratio of net investment income to
      average net assets                          3.21%(h)*         3.04%         3.01%         3.26%         3.57%          4.07%
   Portfolio turnover rate                          15%               30%           52%           44%           31%            46%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
48  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



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



                                          ----------------------------------------------------------------------------------------
                                                                       NEW YORK MUNICIPAL PORTFOLIO
                                                                              MUNICIPAL CLASS
                                          ----------------------------------------------------------------------------------------
                                           SIX MONTHS
                                          ENDED 3/31/06       YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED
                                           (UNAUDITED)          9/30/05      9/30/04(g)     9/30/03       9/30/02     9/30/01 (a)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period      $       13.91       $     14.11   $      14.21   $    14.23   $     13.85   $      13.37
                                          -------------       -----------   ------------   ----------   -----------   ------------
   Income from investment operations:
      Investment income, net+                      0.24              0.46           0.47         0.50          0.54           0.57
      Net realized and unrealized gain
         (loss) on investment
         transactions                             (0.18)            (0.20)         (0.10)       (0.02)         0.38           0.48
                                          -------------       -----------   ------------   ----------   -----------   ------------
Total from investment operations                   0.06              0.26           0.37         0.48          0.92           1.05
                                          -------------       -----------   ------------   ----------   -----------   ------------
   Less distributions:
      Dividends from taxable net
         investment income                            0                 0          (0.01)       (0.01)        (0.01)         (0.02)
      Dividends from tax-exempt net
         investment income                        (0.24)            (0.46)         (0.46)       (0.49)        (0.53)         (0.55)
                                          -------------       -----------   ------------   ----------   -----------   ------------
Total distributions                               (0.24)            (0.46)         (0.47)       (0.50)        (0.54)         (0.57)
                                          -------------       -----------   ------------   ----------   -----------   ------------
Net asset value, end of period            $       13.73       $     13.91   $      14.11   $    14.21   $     14.23   $      13.85
                                          =============       ===========   ============   ==========   ===========   ============
Total return (b)                                   0.43%             1.90%          2.63%        3.45%         6.83%          7.99%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                       $   1,370,240       $ 1,274,466   $  1,121,213   $1,006,023   $   940,302   $    763,728
   Average net assets (000 omitted)       $   1,309,868       $ 1,190,723   $  1,055,386   $  954,250   $   835,184   $    713,704
   Ratio of expenses to average
      net assets                                   0.63%(h)*         0.63%          0.63%        0.65%         0.66%          0.64%
   Ratio of net investment income to
      average net assets                           3.41%(h)*         3.30%          3.31%        3.53%         3.89%          4.17%
   Portfolio turnover rate                           17%               32%            39%          29%           37%            29%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  49



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Financial Highlights (continued)

Selected per-share data and ratios for a share of capital stock outstanding for
each respective Portfolio for each of the periods presented:



                                          ---------------------------------------------------------------------------------------
                                                                      SHORT DURATION PLUS PORTFOLIO
                                                                        SHORT DURATION PLUS CLASS
                                          ---------------------------------------------------------------------------------------
                                           SIX MONTHS
                                          ENDED 3/31/06      YEAR ENDED    YEAR ENDED     YEAR ENDED   YEAR ENDED    YEAR ENDED
                                           (UNAUDITED)         9/30/05       9/30/04        9/30/03      9/30/02     9/30/01 (a)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period      $       12.39      $     12.67   $      12.84   $    12.78   $     12.69   $      12.25
                                          -------------      -----------   ------------   ----------   -----------   ------------
   Income from investment operations:
      Investment income, net+                      0.23             0.37           0.30         0.37          0.50           0.68
      Net realized and unrealized gain
        (loss) on investment
        transactions                              (0.11)           (0.24)         (0.12)        0.06          0.09           0.44
                                          -------------      -----------   ------------   ----------   -----------   ------------
Total from investment operations                   0.12             0.13           0.18         0.43          0.59           1.12
                                          -------------      -----------   ------------   ----------   -----------   ------------
   Less distributions:
      Dividends from taxable net
         investment income                        (0.25)           (0.40)         (0.33)       (0.37)        (0.50)         (0.66)
      Distributions from net realized
         gain on investment transactions              0            (0.01)         (0.02)           0             0              0
      Distributions in excess of net
         investment income due to timing
         differences                                  0                0              0            0             0          (0.01)
      Distributions in excess of net
         realized gain on investment
         transactions due to timing
         differences                                  0                0              0            0             0          (0.01)
                                          -------------      -----------   ------------   ----------   -----------   ------------
Total distributions                               (0.25)           (0.41)         (0.35)       (0.37)        (0.50)         (0.68)
                                          -------------      -----------   ------------   ----------   -----------   ------------
Net asset value, end of period            $       12.26      $     12.39   $      12.67   $    12.84   $     12.78   $      12.69
                                          =============      ===========   ============   ==========   ===========   ============
Total return (b)                                   0.97%            1.10%          1.37%        3.42%         4.78%          9.40%
RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period
      (000 omitted)                       $     374,478      $   398,787   $    421,881   $  413,100   $   397,719   $    367,738
   Average net assets (000 omitted)       $     388,527      $   410,072   $    411,043   $  408,848   $   377,656   $    377,112
   Ratio of expenses to average
      net assets                                   0.67%(h)*        0.68%          0.70%        0.67%         0.67%          0.67%
   Ratio of expenses to average net
      assets excluding interest expense            0.67%(h)*        0.68%          0.68%        0.66%         0.67%          0.67%
   Ratio of net investment income to
      average net assets                           3.66%(h)*        2.97%          2.39%        2.89%         3.95%          5.48%
   Portfolio turnover rate                           88%             220%           359%         286%          226%           377%


See Footnote Summary on page 51.
See Notes to Financial Statements.


- --------------------------------------------------------------------------------
50  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.



*     Annualized.

+     Based on Average shares outstanding.

(a)   Prior to October 2, 2000, Sanford C. Bernstein & Co., Inc. served as
      investment manager to the Fund. On October 2, 2000, AllianceBernstein L.P.
      (prior to February 24, 2006, known as Alliance Capital Management L.P.),
      acquired the business and substantially all of the assets of Sanford C.
      Bernstein & Co., Inc. and became investment adviser for the Fund.

(b)   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. 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.

(c)   This reflects the return to a shareholder who purchased shares of the
      Portfolio at the beginning of the period and redeemed them at the end of
      the period, paying, in each case, the applicable portfolio transaction
      fee. Effective May 2, 2005 the portfolio transaction fee payable when
      shares of the Portfolio are purchased or sold was reduced from 2.00% to
      1.00% Total Return to a shareholder for the six months ending March 31,
      2006 and the years ending September 30, 2005, September 30, 2004,
      September 30, 2003, September 30, 2002, and September 30, 2001, without
      taking into account these transaction fees would have been 18.72%, 53.35%,
      40.22%, 53.28%, 10.35%, and (24.37)% respectively.

(d)   Amount is less than .005.

(e)   Commenced operations May 17, 2002.

(f)   Prior to the commencement of operations, May 17, 2002, AllianceBernstein
      L.P. (prior to February 24, 2006 known as Alliance Capital), redeemed
      1,333 shares representing $16,666 of Intermediate Duration Institutional
      Portfolio and made a capital contribution of $16,666 into the Portfolio,
      adjusting the opening net asset value per share from $12.50 to $15.00.

(g)   As of October 1, 2003, the Portfolios have adopted the method of
      accounting for interim payments on swap contracts in accordance with
      Financial Accounting Standards Board Statement No. 133. These interim
      payments are reflected within net realized and unrealized gain (loss) on
      swap contracts, however prior to October 1, 2003, these interim payments
      were reflected within interest income in the Statement of Operations. For
      the year ended September 30, 2004, the effect of this change was to
      increase net investment income and decrease net realized and unrealized
      gain (loss) on investment transaction per share by less than $0.01 for
      Short Duration Diversified, Short Duration California, Short Duration New
      York, Diversified Municipal, California Municipal and New York Municipal
      Class. The effect on the ratio of the net investment income per share was
      as follows:

                                                     YEAR
                                                 ENDED 9/30/04
      Short Duration Diversified                     0.03%
      Short Duration California                      0.00%
      Short Duration New York                        0.01%
      Diversified Municipal Class                    0.01%
      California Municipal Class                     0.00%
      New York Municipal Class                       0.01%

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

See Notes to Financial Statements.


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                                                      2006 Semiannual Report  51



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Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements

NOTE 1. Organization and Significant Accounting Policies

            This report includes the financial statements of the Sanford C.
            Bernstein Fund, Inc. and the Sanford C. Bernstein Fund II, Inc. (the
            "Funds"). Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein
            Fund II, Inc. are managed open-end registered investment companies,
            incorporated in Maryland on May 4, 1988 and February 7, 2002,
            respectively. Sanford C. Bernstein Fund, Inc., currently comprises
            12 portfolios ("SCB Portfolios"), each with its own investment
            objectives. There are three international equity portfolios,
            Tax-Managed International, International and Emerging Markets, nine
            fixed-income portfolios, Intermediate Duration, Short Duration Plus,
            U.S. Government Short Duration, Short Duration Diversified
            Municipal, Short Duration California Municipal, Short Duration New
            York Municipal, Diversified Municipal, California Municipal and New
            York Municipal.

            Effective February 1, 2002, each of the Diversified Municipal,
            California Municipal and New York Municipal Portfolios
            (collectively, Bernstein "Intermediate Municipal Portfolios")
            commenced offering of AllianceBernstein Intermediate Municipal Class
            A, Class B and Class C Shares (collectively, "Intermediate Municipal
            Retail Classes") in addition to the existing share class of the
            Intermediate Municipal Portfolios (each, a "Municipal Class").
            Effective May 21, 2003, the Short Duration Plus Portfolio commenced
            offering of AllianceBernstein Short Duration Class A, Class B and
            Class C Shares (collectively, "Short Duration Retail Classes") in
            addition to the existing Short Duration Plus Class shares. Effective
            January 30, 2004, the Tax-Managed International and International
            Portfolios commenced distribution of AllianceBernstein Tax-Managed
            International and AllianceBernstein International Class A, Class B
            and Class C Shares (collectively, "International Retail Classes") in
            addition to the existing Tax-Managed International and International
            Class Shares, respectively. Collectively, the Intermediate Retail
            Classes, Short Duration Retail Classes and International Retail
            Classes are the "Retail Classes." The financial highlights of the
            Retail Classes are presented in separate financial reports. Each
            class of shares has 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, as applicable. Sanford C. Bernstein Fund II, Inc.
            currently comprises one portfolio, the Intermediate Duration
            Institutional Portfolio (together with the SCB Portfolios, the
            "Portfolios"). Intermediate Duration Institutional Portfolio
            commenced offering on May 17, 2002, through an investment of
            securities received in an in-kind redemption in the amount of
            $149,411,702 from the Intermediate Duration Portfolio of the Sanford
            C. Bernstein Fund, Inc. The preparation of financial statements in
            accordance with U.S. generally accepted accounting principles
            requires management to make estimates and assumptions that affect
            the reported amounts and disclosures in the financial statements.
            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 Funds.

      A.    Portfolio 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 Funds'
            Boards 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
            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


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52  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

            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,
            AllianceBernstein L.P. (prior to February 24, 2006 known as 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 Funds may use fair value pricing for securities
            primarily traded in non-U.S. markets because most foreign markets
            close well before the Funds value their 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 Funds may
            frequently value many of their foreign equity securities using fair
            value prices based on third party vendor modeling tools to the
            extent available.

      B.    Foreign Currency Translation

            The accounting records of the Funds are maintained in U.S. dollars.
            Prices of securities and other assets and liabilities denominated in
            non-U.S. currencies are translated into U.S. dollars using the
            exchange rate at 12:00 p.m., Eastern time. Amounts related to the
            purchases and sales of securities, investment income and expenses
            are translated at the rates of exchange prevailing on the respective
            dates of such transactions.

            Net realized gain or loss on foreign currency transactions
            represents net foreign exchange gains or losses from the closure of
            forward currency contracts, disposition of foreign currencies,
            currency gains or losses realized between the trade and settlement
            dates on security transactions and the difference between the amount
            of dividends, interest and foreign withholding taxes recorded on the
            Funds' books and the U.S. dollar equivalent amount actually received
            or paid. Net unrealized currency gains and losses arising from
            valuing foreign currency denominated assets and liabilities, other
            than security investments, at the current exchange rate are
            reflected as part of unrealized appreciation/depreciation on foreign
            currencies.

            The Funds do not isolate that portion of the results of operations
            arising as a result of changes in the foreign exchange rates from
            the changes in the market prices of securities held at period end.
            The Funds do not isolate the effect of changes in foreign exchange
            rates from changes in market prices of equity securities sold during
            the year. The Funds do isolate the effect of changes in foreign
            exchange rates from changes in market prices of debt securities sold
            during the year, as required by the Internal Revenue Code.

            The Tax-Managed International Portfolio, International Portfolio,
            Emerging Markets Portfolio, Intermediate Duration Portfolio and
            Intermediate Duration Institutional Portfolio may invest in foreign
            securities and foreign currency transactions that may involve risks
            not associated with domestic investments as a result of the level of
            governmental supervision and regulation of foreign securities
            markets and the possibility of political or economic instability,
            among others.

      C.    Security Transactions and Related Investment Income

            Security transactions are accounted for on the trade date (the date
            the buy or sell order is executed). Securities gains and losses are
            calculated on the identified cost basis. Interest income is recorded
            on the accrual basis and dividend income is recorded on the
            ex-dividend date or as soon as the Fund is informed of the dividend.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  53


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

      D.    Futures Contracts

            Upon entering into a futures contract, a Portfolio is required to
            deposit cash or to pledge securities and maintain as collateral an
            initial margin with the broker, equal to a certain percentage of the
            purchase price indicated in the futures contract. Subsequent
            payments, which are dependent on the daily fluctuations in the
            market value of the underlying index or security, are made or
            received by the Portfolio each day (daily variation margin) or at
            other intervals as is required. The aggregate of these payments or
            receipts through the expiration of the futures contract is recorded
            for book purposes as unrealized gains or losses by the Portfolio. If
            the Portfolio enters into a closing transaction, it will realize,
            for book purposes, a gain or loss equal to the difference between
            the value of the futures contract at the time it was opened or
            purchased and its value at the time it was closed.

      E.    Written Options

            When a Portfolio writes an option, an amount equal to the premium
            received by the Portfolio is recorded as an asset and a
            corresponding liability. The amount of the liability is adjusted
            daily to reflect the current market value of the option. When a call
            option is exercised, a Portfolio realizes a gain or loss on the
            underlying security, with the proceeds from the security sale
            increased by the amount of the option premium received. When a put
            option is exercised, the cost basis of the security purchased by a
            Portfolio is reduced by the option premium received.

      F.    Taxes

            Each of the Portfolios is treated as separate entities for federal
            income tax purposes. Each Portfolio intends to continue to comply
            with the requirements of Subchapter M of the Internal Revenue Code
            of 1986 as they apply to regulated investment companies. By so
            complying, each Portfolio will not be subject to federal income
            taxes to the extent that all of its income is distributed. The
            Portfolios may be subject to taxes imposed by countries in which
            they invest. 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.

      G.    Repurchase Agreements

            Each Portfolio may enter into repurchase agreements with banks or
            securities broker-dealers. It is the Funds' policy that their
            custodian receive delivery of the securities collateralizing
            repurchase agreements, the amount of which at the time of purchase
            and each subsequent business day is required to be maintained at
            such a level that the market value of the collateral is equal to at
            least 100% of the repurchase price. Repurchase agreements could
            involve certain risks in the event of default or insolvency of the
            other party, including possible delays or restrictions on the
            Portfolio's ability to dispose of the underlying securities.

      H.    Securities Transactions on a When-Issued or Delayed-Delivery Basis

            Each Portfolio may purchase securities on a when-issued basis or
            purchase or sell securities on a delayed-delivery basis. At the time
            a Portfolio commits to purchase a security on a when-issued or
            delayed-delivery basis, the Portfolio will record the transaction
            and use the security's value in determining the Portfolio's net
            asset value. At the time a Portfolio commits to sell a security on a
            delayed-delivery basis, the Portfolio will record the transaction
            and exclude the security's value in determining the Portfolio's net
            asset value. Each Portfolio segregates cash and marketable
            securities at least equal in value to its purchase commitment for
            when-issued or delayed-delivery securities, and segregates portfolio
            securities on a delayed-delivery basis.

      I.    Distribution of Income and Gains

            Net investment income of each Portfolio except the Tax-Managed
            International Portfolio, International Portfolio and Emerging
            Markets Portfolio is declared and recorded as a dividend to
            shareholders daily and is payable to shareholders monthly. Dividends
            from net investment income, if any, of the Tax-Managed International
            Portfolio, International Portfolio and Emerging Markets Portfolio
            will be paid to shareholders at least once a year.


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54  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

            Distributions of net realized gains, less any available loss
            carryforwards, if any, for all Portfolios will be paid to
            shareholders at least once a year, and recorded on the ex-dividend
            date.

            Elements of realized gains and net investment income may be recorded
            in different accounting periods for financial reporting (book) and
            federal income tax (tax) purposes (temporary differences). To the
            extent that such distributions required for tax purposes exceed
            income and gains recorded for book purposes as a result of such
            temporary differences, "excess distributions" are reflected in the
            accompanying financial statements. Certain other
            differences--permanent differences--arise because treatment of
            elements of income and gains is different between book and tax
            accounting. Permanent differences are reclassified in the year they
            arise.

      J.    Income and Expenses

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

      K.    Portfolio Transaction Fee

            The Emerging Markets Portfolio imposes a 1.00% fee on purchases and
            redemptions. This fee is retained by the Portfolio and is included
            in the financial statements as a component of additional paid-in
            capital.

      L.    Securities Lending

            Each of the Portfolios may enter into securities lending
            transactions. By lending its portfolio securities, a Portfolio
            attempts to increase its income through the interest earned on the
            loan. It is the policy of each Portfolio to receive collateral
            consisting of cash or U.S. Government securities in an amount at
            least equal to the value of the securities loaned. The securities
            lending agent has agreed to indemnify the Funds in the case of
            default of any securities borrower. Collateral received and
            securities loaned are marked to market daily to ensure that
            collateral levels are maintained. Cash collateral received is
            invested by the securities lending agent in liquid short-term
            investments such as repurchase agreements and overnight time
            deposits pursuant to investment guidelines set forth by the Funds.
            Cash collateral received is recorded as an asset as well as a
            corresponding liability in the statements of assets and liabilities.
            At March 31, 2006, the International Portfolio had securities on
            loan with a value of $772,761,501 and had received collateral of
            $819,125,444 of which $818,944,000 was cash collateral and $181,444
            was collateral in the form of U.S. Government securities. The
            International Portfolio earned $522,949 from securities lending
            transactions for the six months ended March 31, 2006. The amount is
            reflected in the statements of operations as a component of interest
            income.

      M.    Swap Agreements

            Each of the Portfolios may enter into swaps to hedge its exposure to
            interest rates and credit risk or for investment purposes. A swap is
            an agreement that obligates two parties to exchange a series of cash
            flows at specified intervals based upon or calculated by reference
            to changes in specified prices or rates for a specified amount of an
            underlying asset. The payment flows are usually netted against each
            other, with the difference being paid by one party to the other.

            Risks may arise as a result of the failure of the counterparty to
            the swap contract to comply with the terms of the swap contract. The
            loss incurred by the failure of a counterparty is generally limited
            to the net interim payment to be received by the Portfolio, and/or
            the termination value at the end of the contract. Therefore, the
            Portfolios consider the creditworthiness of each counterparty to a
            swap contract in evaluating potential credit risk. Additionally,
            risks may arise from unanticipated movements in interest rates or in
            the value of the underlying securities.

            As of October 1, 2003, the Portfolios have adopted the method of
            accounting for interim payments on swap contracts in accordance with
            Financial Accounting Standards Board Statement No. 133. The
            Portfolios accrue for the interim payments


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  55


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

            on swap contracts on a daily basis, with the net amount recorded
            within unrealized appreciation/depreciation of swap contracts on the
            statement of assets and liabilities. Once the interim payments are
            settled in cash, the net amount is recorded as realized gain/loss on
            swaps, in addition to realized gain/loss recorded upon the
            termination of swap contracts on the statement of operations. Prior
            to October 1, 2003, these interim payments were reflected within
            interest income/expense in the statements of operations.
            Fluctuations in the value of swap contracts are recorded as a
            component of net change in unrealized appreciation/depreciation of
            investments.

            Each of the Portfolios may enter into credit default swaps. The
            Portfolios may purchase credit protection on the referenced
            obligation of the credit default swap ("Buy Contract") or provide
            credit protection on the referenced obligation of the credit default
            swap ("Sale Contract"). A sale/(buy) in a credit default swap
            default provides upon the occurrence of a credit event, as defined
            in the swap agreement, for the Portfolio to buy/(sell) from/(to) the
            counterparty at the notional amount (the "Notional Amount") and
            receive/(deliver) the principal amount of the referenced obligation.
            If a credit event occurs, the maximum payout amount for a Sale
            Contract is limited to the Notional Amount of the swap contract
            ("Maximum Payout Amount"). During the term of the swap agreement,
            the Portfolio receives/(pays) semi-annual fixed payments from/(to)
            the respective counterparty, calculated at the agreed upon interest
            rate applied to the Notional Amount. These interim payments are
            recorded within unrealized appreciation/depreciation of swap
            contracts on the statement of assets and liabilities.

            Credit default swaps may involve greater risks than if the Portfolio
            had invested in the referenced obligation directly. Credit default
            swaps are subject to general market risk, liquidity risk,
            counterparty risk and credit risk. If the Fund is a buyer and no
            credit event occurs, it will lose its investment. In addition, if
            the Portfolio is a seller and a credit event occurs, the value of
            the referenced obligation received by the Portfolio coupled with
            periodic payments previously received, may be less than the Maximum
            Payout Amount it pays to the buyer, resulting in a loss to the
            Portfolio.

      N.    Reverse Repurchase Agreements

            Under a reverse repurchase agreement, a Portfolio sells securities
            and agrees to repurchase them at a mutually agreed upon date and
            price. At the time a Portfolio enters into a reverse repurchase
            agreement, it will establish a segregated account with the custodian
            containing liquid assets having a value at least equal to the
            repurchase price. At March 31, 2006, the Portfolios have not entered
            into any reverse repurchase agreements.

      O.    Mortgage-Backed Dollar Rolls

            The Intermediate Duration Portfolio, the Intermediate Duration
            Institutional Portfolio, U.S. Government Short Duration Portfolio
            and the Short Duration Plus Portfolio may enter into dollar rolls.
            Dollar rolls involve sales by the Portfolio of securities for
            delivery in the current month and such Portfolio's simultaneously
            contracting to repurchase similar securities on a specified future
            date. During the roll period, the Portfolios forgo principal and
            interest paid on the securities. In consideration for entering into
            the commitment to repurchase the Portfolios are compensated by "fee
            income", which is received when the Portfolios enter into the
            commitment. Such fee income is recorded as deferred income and
            accrued by each Portfolio over the roll period. Dollar rolls involve
            the risk that the market value of the securities the Portfolios are
            obligated to repurchase under the agreement may decline below the
            repurchase price. Dollar rolls are speculative techniques and may be
            considered to be borrowings by the Portfolios.

NOTE 2. Investment Management and Transactions with Affiliated Persons

      A.    Management Fee

            Under the Investment Management Agreement between the Funds and the
            Adviser, the Adviser manages the investment of each Portfolio's
            assets, places purchase and sale orders, and bears various expenses,
            including the salaries and expenses of all personnel except those of
            outside directors. In addition, the Adviser agrees to permit its
            directors, officers and employees who may be elected directors or
            officers of the Funds to serve in the capacities to which they are
            elected. The Adviser renders these services subject to the general
            oversight of the Boards of Directors.


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56  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

             Each of the Portfolios of Sanford C. Bernstein Fund, Inc. pays the
             Adviser an investment management fee, based on the annual rate, for
             such services as follows:




                                                 ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF EACH PORTFOLIO

                                                  FIRST           NEXT           NEXT         NEXT
                                                $1 BILLION     $3 BILLION     $2 BILLION   $2 BILLION    THEREAFTER
    ---------------------------------------------------------------------------------------------------------------
                                                                                            
    Tax-Managed International and                 0.925%         0.850%         0.800%        0.750%       0.650%
    International Portfolios


                                                                  FIRST           NEXT           NEXT
                                                                $1 BILLION     $1 BILLION     $1 BILLION   THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                 
    Emerging Markets Portfolio                                   1.175%          1.050%         1.000%       0.900%


                                                                  FIRST           NEXT           NEXT
                                                                $1 BILLION     $2 BILLION     $2 BILLION   THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                 
    New York Municipal, California Municipal,                    0.500%          0.450%         0.400%       0.350%
    Diversified Municipal and
    Intermediate Duration Portfolios


                                                                   FIRST                   NEXT
                                                                $250 BILLION           $500 BILLION        THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                    
    Short Duration California Municipal, Short Duration            0.500%                  0.450%            0.400%
    Diversified Municipal, Short Duration New York
    Municipal, U.S. Government Short Duration and
    Short Duration Plus Portfolios


            Prior to November 29, 2005, each of the Portfolios paid the Adviser
            an investment management fee, based on the annual rate, for such
            services as follows:



                     ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF EACH PORTFOLIO

                                                                   FIRST                   NEXT
                                                                $250 MILLION           $500 MILLION        THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                    
    Short Duration California Municipal, Short Duration            0.50%                   0.45%             0.40%
    Diversified Municipal, Short Duration New York
    Municipal, U.S. Government Short Duration and
    Short Duration Plus Portfolios


                                                                    FIRST                  NEXT
                                                                 $1 BILLION             $2 BILLION         THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                    
    New York Municipal, California Municipal, Diversified          0.50%                   0.45%             0.40%
    Municipal, and Intermediate Duration Portfolios


                                                                  FIRST           NEXT           NEXT
                                                                $1 BILLION     $3 BILLION     $2 BILLION   THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                 
    Tax-Managed International and International Portfolios       1.00%           0.90%          0.85%        0.75%


                                                                    FIRST                  NEXT
                                                                 $1 BILLION             $1 BILLION         THEREAFTER
    -----------------------------------------------------------------------------------------------------------------
                                                                                                    
    Emerging Markets Portfolio                                     1.25%                   1.125%            1.00%



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  57


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

            The Intermediate Duration Institutional Portfolio of Sanford C.
            Bernstein Fund II, Inc. pays the Adviser an advisory fee at an
            annual rate of .50% of the average daily net assets of the Portfolio
            for the first $1 billion and .45% thereafter. The Intermediate
            Duration Institutional Portfolio and the Adviser have entered into
            an Expense Limitation Agreement (the "Agreement"), dated March 22,
            2002, under which the Adviser has agreed to waive its fees and, if
            necessary, reimburse expenses in respect of the Portfolio for the
            current fiscal year, so that total operational expenses do not
            exceed the annual rate of 0.45% of average daily net assets of the
            Portfolio. For the six months ended March 31, 2006, the aggregate
            amount of such fee waiver was $431,431.

      B.    Shareholder Servicing Fee; Transfer Agency Fee

            Under the Shareholder Servicing Agreement between the Sanford
            C.Bernstein Fund, Inc. and the Adviser, the Adviser pays expenses it
            incurs in providing shareholder services to individual shareholders
            of the Portfolios (except the Retail Classes). Such services
            include, but are not limited to, providing information to
            shareholders concerning their Sanford C. Bernstein Fund investments,
            systematic withdrawal plans, fund dividend payments and
            reinvestments, shareholder account or transactions status, net asset
            value of shares, fund performance, fund services, plans and options,
            fund investment policies, portfolio holdings and tax consequences of
            fund investments; dealing with shareholder complaints and other
            correspondence relating to fund matters; and communications with
            shareholders when proxies are being solicited from them with respect
            to voting their fund shares. The Shareholder Servicing Agreement
            does not apply to the Retail Classes and the Intermediate Duration
            Institutional Portfolio. Under the agreement, the fee paid by each
            Portfolio except the Tax-Managed International Portfolio,
            International Portfolio and Emerging Markets Portfolio to the
            Adviser for services is .10 of 1% of the average daily net assets of
            each Portfolio during the month, and the fee paid by the Tax-Managed
            International Portfolio, International Portfolio and Emerging
            Markets Portfolio for services is .25 of 1% of the average daily net
            assets of each Portfolio during the month.

            Under a Transfer Agency Agreement between the Sanford C. Bernstein
            Fund, Inc., on behalf of the Retail Classes, and AllianceBernstein
            Investor Services, Inc. (prior to February 24, 2006 known as
            Alliance Global Investor Services, Inc.) ("ABIS"), the Retail
            Classes compensate ABIS, a wholly owned subsidiary of the Adviser,
            for providing personnel and facilities to perform transfer agency
            services. ABIS may make payments to intermediaries that provide
            omnibus account services, sub-accounting services and/or networking
            services. For the six months ended March 31, 2006, the compensation
            retained by ABIS amounted to: Tax-Managed International, $635;
            International $9,892; Diversified Municipal Portfolio, $20,648;
            California Municipal Portfolio, $9,000; New York Municipal
            Portfolio, $12,281; and Short Duration Plus Portfolio, $21,204.
            During the period, ABIS voluntarily agreed to waive a portion of its
            fees for such services for the Tax-Managed International Portfolio
            and the International Portfolio. Such waivers amounted to $8,365 and
            $291, respectively, for the six months ended March 31, 2006.

            For the six months ended March 31, 2006, the expenses for the Retail
            Classes of the Tax-Managed International Portfolio, International
            Portfolio, Diversified Municipal Portfolio, California Municipal
            Portfolio, New York Municipal Portfolio and Short Duration Plus
            Portfolio were reduced under an expense offset arrangement with ABIS
            by $35, $539, $909, $410, $521 and $1,014, respectively.

      C.    Distribution Arrangements--the Funds Except the Retail Classes

            Under the Distribution Agreement between the Funds, on behalf of
            each Portfolio, and Sanford C. Bernstein & Co., LLC (the
            "Distributor"), the Distributor agrees to act as agent to sell
            shares of the 13 Portfolios. The Distributor receives no fee for
            this service, and furthermore agrees to pay all expenses arising
            from the performance of its obligations under this agreement. The
            Distributor is a wholly owned subsidiary of the Adviser.

      D.    Distribution Arrangements--the Retail Classes Only

            The Retail Classes of the Tax-Managed International Portfolio and
            International Portfolio, the Intermediate Municipal Portfolios, and
            the Short Duration Plus Portfolio have adopted a Distribution
            Services Agreement (the "Agreement"), including a distribution plan
            pursuant to Rule 12b-1 under the Investment Company Act of 1940.
            Under the Agreement, each of the Retail Classes pays distribution
            services fees to AllianceBernstein Investments, Inc. (prior to
            February 24, 2006 known as AllianceBernstein Investment Research and
            Management, Inc.), (the "Distributor"), a wholly-owned subsidiary


- --------------------------------------------------------------------------------
58  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

            of the Adviser, at an annual rate of up to .30 of 1% of the Class A
            Shares and 1% of the Class B and Class C Shares, respective average
            daily net assets attributable to the Retail Classes. 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 Sanford C.Bernstein Fund, Inc., that it has incurred
            expenses in excess of the distribution costs reimbursed by each of
            the Retail Classes as follows:



                   TAX-MANAGED                         DIVERSIFIED     CALIFORNIA       NEW YORK           SHORT
                  INTERNATIONAL      INTERNATIONAL      MUNICIPAL       MUNICIPAL       MUNICIPAL      DURATION PLUS
        ============================================================================================================
                                                                                       
        Class B     $138,934           $173,081         $  982,970       $608,393       $1,135,983       $306,380

        Class C      438,294            484,522          1,272,139        727,812          859,227        595,392


            Such costs may be recovered from each Portfolio in future periods so
            long as the Agreement is in effect. 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
            Adviser may use its own resources to finance the distribution of
            each Portfolio's Shares.

      E.    Other Transactions with Affiliates

            Class A Shares of the Retail Classes 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 of the Intermediate Municipal
            Portfolios and the Short Duration Plus Portfolio are currently sold
            with a contingent deferred sales charge that declines from 3% to
            zero depending on the period of time the shares are held. Class B
            Shares of the Tax-Managed International Portfolio and the
            International Portfolio are currently sold with a contingent
            deferred sales charge that 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 six years after the end of
            the calendar month of purchase for the Intermediate Municipal
            Portfolios and the Short Duration Plus Portfolio, and eight years
            after the end of the calendar month of purchase for the Tax-Managed
            International Portfolio and the International Portfolio. Class C
            Shares are subject to a contingent deferred sales charge of 1% on
            redemptions made within the first year after purchase.

            AllianceBernstein Investments, Inc., has advised Sanford C.
            Bernstein Fund, Inc., that it has retained front-end sales charges
            from sales of Class A Shares and received contingent deferred sales
            charges imposed upon redemptions by shareholders of Class A, Class
            B, and Class C Shares for the six months ended March 31, 2006, as
            follows:

    
    
                                          FRONT-END         CONTINGENT DEFERRED SALES CHARGES
                                        SALES CHARGES    ---------------------------------------
            PORTFOLIO                      CLASS A        CLASS A         CLASS B       CLASS C
            ====================================================================================
                                                                           
            Tax-Managed International     $1,404         $    0         $   113        $  107
            International                  5,811              0           5,081         8,341
            Diversified Municipal          1,301              0          36,735         2,242
            California Municipal             846              0           9,424           689
            New York Municipal             1,525          1,991          26,804         1,247
            Short Duration Plus            2,237            655          28,873           924
    

            For the six months ended March 31, 2006, the Tax-Managed
            International, International and Emerging Markets Portfolios paid
            brokerage commissions to Sanford C. Bernstein & Co., LLC, in the
            amount of $560, $640 and $11,945, and the Tax-Managed International
            Portfolio paid commissions to Sanford C. Bernstein & Co., Ltd., in
            the amount of $69,330.

NOTE 3. Investment Security Transactions

      A.    Purchases and Sales

            For the period from October 1, 2005 through March 31, 2006, the
            Portfolios had purchases and sales transactions, excluding
            repurchase transactions and transactions in short-term instruments,
            as follows:


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  59


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)



                                                  PURCHASES                             SALES
                                               EXCLUDING U.S.      PURCHASES OF     EXCLUDING U.S.       SALES OF
                                                 GOVERNMENT      U.S. GOVERNMENT      GOVERNMENT     U.S. GOVERNMENT
                                                 SECURITIES        SECURITIES         SECURITIES       SECURITIES
        ============================================================================================================
                                                                                         
        Tax-Managed International               $2,161,654,856   $            0    $2,069,135,210    $            0
        International                            1,196,537,428                0     1,164,312,240                 0
        Emerging Markets                           564,870,478                0       650,667,526                 0
        Intermediate Duration                      966,247,626    5,863,946,202       406,119,592     5,695,115,286
        U.S. Government Short Duration               1,152,620       68,165,392           515,504        67,633,601
        Intermediate Duration Institutional        199,386,039    1,226,368,733        79,641,819     1,184,113,703
        Short Duration Diversified Municipal        56,154,340                0        74,050,955                 0
        Short Duration California Municipal         22,526,183                0        15,332,265                 0
        Short Duration New York Municipal           24,064,078                0        44,718,422                 0
        Diversified Municipal                      809,890,476                0       559,675,427                 0
        California Municipal                       230,803,057                0       161,409,802                 0
        New York Municipal                         242,699,528                0       243,212,086                 0
        Short Duration Plus                         78,416,330      326,050,607        63,345,824       357,875,522


      B.    Distributions to Shareholders

            The tax character of distributions to be paid for the year ending
            September 30, 2006 will be determined at the end of the fiscal year.
            The tax character of distributions paid during the fiscal years
            ended September 30, 2005 and September 30, 2004, were as follows:

        TAX-MANAGED INTERNATIONAL                   2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $ 38,554,498        $ 61,238,586
          Net long-term capital gains            64,402,318                   0
                                               ------------        ------------
        Total distributions paid               $102,956,816        $ 61,238,586
                                               ------------        ------------

        INTERNATIONAL                               2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $ 19,679,950        $ 18,338,621
                                               ------------        ------------
        Total distributions paid               $ 19,679,950        $ 18,338,621
                                               ------------        ------------

        EMERGING MARKETS                            2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $  2,635,948       $  9,586,370
          Net long-term capital gains            36,713,975                  0
                                               ------------       ------------
        Total distributions paid               $ 39,349,923       $  9,586,370
                                               ------------       ------------

        INTERMEDIATE DURATION                       2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $126,024,077       $ 99,678,637
          Net long-term capital gains             8,277,788                  0
                                               ------------       ------------
        Total distributions paid               $134,301,865       $ 99,678,637
                                               ------------       ------------


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60  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

        U.S. GOVERNMENT SHORT DURATION              2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $ 2,498,232         $ 3,537,784
                                               -----------         -----------
        Total distributions paid               $ 2,498,232         $ 3,537,784
                                               -----------         -----------

        INTERMEDIATE DURATION INSTITUTIONAL         2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $27,390,220         $26,771,666
          Net long-term capital gains            2,316,118           1,035,029
                                               -----------         -----------
        Total distributions paid               $29,706,338         $27,806,695
                                               -----------         -----------

        SHORT DURATION DIVERSIFIED MUNICIPAL        2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $    60,040         $   469,395
                                               -----------         -----------
        Total taxable distributions paid            60,040             469,395
        Tax exempt distributions                 5,154,214           4,112,219
                                               -----------         -----------
        Total distributions paid               $ 5,214,254         $ 4,581,614
                                               -----------         -----------

        SHORT DURATION CALIFORNIA MUNICIPAL         2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary Income                      $    19,368         $    44,614
        Total taxable distributions paid            19,368              44,614
        Tax exempt distributions                 1,269,565           1,182,918
                                               -----------         -----------
        Total distributions paid               $ 1,288,933         $ 1,227,532
                                               -----------         -----------

        SHORT DURATION NEW YORK MUNICIPAL           2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $    26,833         $    68,586
                                               -----------         -----------
        Total taxable distributions paid            26,833              68,586
        Tax exempt distributions                 2,430,772           2,136,107
                                               -----------         -----------
        Total distributions paid               $ 2,457,605         $ 2,204,693
                                               -----------         -----------

        DIVERSIFIED MUNICIPAL                       2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $   983,998         $ 2,700,837
                                               -----------         -----------
        Total taxable distributions paid           983,998           2,700,837
        Tax Exempt Distributions                89,976,779          77,360,866
                                               -----------         -----------
        Total distributions paid               $90,960,777         $80,061,703
                                               -----------         -----------

        CALIFORNIA MUNICIPAL                        2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $   608,022         $ 1,078,849
          Net long-term capital gains              257,140             584,016
                                               -----------         -----------
        Total taxable distributions paid           865,162           1,662,865
        Tax exempt distributions                29,602,653          24,422,628
                                               -----------         -----------
        Total distributions paid               $30,467,815         $26,085,493
                                               -----------         -----------


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  61


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

        NEW YORK MUNICIPAL                          2005               2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $   394,306         $ 1,067,657
                                               -----------         -----------
        Total taxable distributions paid           394,308           1,067,657
        Tax exempt distributions                42,784,655          38,705,448
                                               -----------         -----------
        Total Distributions Paid               $43,178,963         $39,773,105
                                               -----------         -----------

        SHORT DURATION PLUS                           2005                2004
        ------------------------------------------------------------------------
        Distributions paid from:
          Ordinary income                      $16,260,569         $14,180,368
        Total taxable distributions paid           401,157                   0
                                               -----------         -----------
        Total distributions paid               $16,661,726         $14,180,368
                                               -----------         -----------

        As of September 30, 2005, the components of accumulated earnings
        (deficits) on a tax basis were as follows:



                                                                                ACCUMULATED                               TOTAL
                                                                 LONG TERM      CAPITAL AND         UNREALIZED          ACCUMULATED
                                                ORDINARY          CAPITAL       OTHER GAINS        APPRECIATION/         EARNINGS/
                                                INCOME (a)         GAIN         (LOSSES) (b)    (DEPRECIATION) (c)     (DEFICIT) (d)
      ------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
      Tax-Managed International               $107,662,808     $320,454,973      $          0    $ 1,545,804,490    $ 1,973,922,271
      International                             36,957,866                0       (54,114,121)       624,188,137        607,031,882
      Emerging Markets                          41,825,953      350,419,065                 0        665,442,114      1,057,687,132
      Intermediate Duration                      4,986,387          927,234                 0         (7,887,417)        (1,973,796)
      U.S. Government Short Duration               120,626                0          (772,540)          (873,118)        (1,525,032)
      Intermediate Duration Institutional          553,516                0           (81,091)        (1,322,441)          (850,016)
      Short Duration Diversified Municipal         157,229(a)             0          (235,136)          (678,819)          (756,726)
      Short Duration California Municipal           18,652(a)             0           (53,282)          (329,146)          (363,776)
      Short Duration New York Municipal             74,805(a)             0          (536,888)           200,791           (261,292)
      Diversified Municipal                      2,831,820(a)             0        (5,593,133)        43,464,135         40,702,822
      California Municipal                         756,170(a)             0        (2,122,815)        16,386,194         15,019,549
      New York Municipal                         1,262,158(a)             0        (1,041,094)        23,398,194         23,619,258
      Short Duration Plus                           62,743                0        (3,594,854)        (4,914,253)        (8,446,364)

      (a) Includes tax exempt income as shown below:

      Short Duration Diversified Municipal                            $  153,764
      Short Duration California Municipal                                 17,279
      Short Duration New York Municipal                                   74,049
      Diversified Municipal                                            2,781,491
      California Municipal                                               756,170
      New York Municipal                                               1,247,841



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62  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      (b) At September 30, 2005, the following Portfolios had capital loss
      carryforwards as shown below:

                                                CAPITAL LOSS
                                             CARRYFORWARD AMOUNT      EXPIRATION
      --------------------------------------------------------------------------
      International                              $54,114,121           9/30/11
      U.S. Government Short Duration                 772,540           9/30/13
      Intermediate Duration Institutional             81,091           9/30/13
      Short Duration Diversified Municipal           235,136           9/30/13
      Short Duration California Municipal             53,282           9/30/13
      Short Duration New York Municipal              467,595           9/30/09
      Short Duration New York Municipal               69,293           9/30/11
      Diversified Municipal                        1,541,518           9/30/09
      Diversified Municipal                        4,051,615           9/30/13
      California Municipal                         2,122,815           9/30/13
      New York Municipal                           1,041,094           9/30/09
      Short Duration Plus                          3,594,854           9/30/13

      (c) The difference between book-basis and tax-basis unrealized
      appreciation (depreciation) is attributable primarily to tax deferral of
      losses on wash sales and straddles, swap income (loss) accrual, and mark
      to market on forward contracts and passive foreign investment companies.

      (d) The difference between book-basis and tax-basis components of
      accumulated earnings (deficit) is attributable primarily to post-October
      deferrals.

      At September 30, 2005, the following Portfolios had post-October capital
      and/or currency loss defferrals as shown below. For tax purposes, these
      losses are deemed to arise on October 1, 2005:



                                                POST-OCTOBER CAPITAL      POST-OCTOBER FOREIGN
                                                   LOSS DEFERRAL         CURRENCY LOSS DEFERRAL
        ---------------------------------------------------------------------------------------
                                                                        
        Tax-Managed International                   $        0                $  328,941
        Emerging Markets                                     0                 1,968,291
        U.S. Government Short Duration                 775,884                         0
        Intermediate Duration Institutional             36,043                         0
        Short Duration Diversified Municipal           909,794                         0
        Short Duration California Municipal            156,405                         0
        Short Duration New York Municipal              620,624                         0
        Short Duration Plus                          5,711,473                         0


      During the year ended September 30, 2005, capital loss carryforwards were
      utilized by the Portolios as shown below:

                                                              CAPITAL LOSS
                                                        CARRYFORWARD UTILIZED
        ------------------------------------------------------------------------
        International                                        $210,700,325
        Short Duration New York Municipal                             499
        New York Municipal                                      1,172,858
                                                             ------------


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  63


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

NOTE 4. Risks Involved in Investing in the Portfolios

      Emerging Markets and International Portfolios--Investments in foreign
      securities entail significant risks in addition to those customarily
      associated with investing in U.S. equities. These risks are heightened
      with respect to investments in emerging-market countries where there is an
      even greater amount of economic, political and social instability.
      Economic, political and social instability could disrupt financial markets
      in which the Portfolio invests and adversely affect the value of the
      Portfolio's assets. In addition, national policies may restrict investment
      opportunities.

      In foreign markets there may be a lower degree of market volume and
      liquidity than in U.S. markets, and this may result in greater price
      volatility. The securities markets in many emerging-market countries are
      substantially smaller, less developed, less liquid and more volatile than
      the securities markets of developed countries.Furthermore, since the
      composition of each Portfolio will differ from that of market indexes, its
      performance generally will not mirror the returns provided by a specific
      market index.

      Fixed Income Portfolios--Interest rate risk is the risk that changes in
      interest rates will affect the value of a Portfolio's investments in
      fixed-income debt securities such as bonds or notes. Increases in interest
      rates may cause the value of a Portfolio's investments to decline. Credit
      risk is the risk that the issuer or guarantor of a debt security, or the
      counterparty to a derivative contract, will be unable or unwilling to make
      timely principal and/or interest payments, or to otherwise honor its
      obligations. The degree of risk for a particular security may be reflected
      in its credit risk rating. Credit risk is greater for medium quality and
      lower-rated securities. Lower-rated debt securities and similar unrated
      securities (commonly known as "junk bonds") have speculative elements or
      are predominantly speculative risks.

      Concentration of Credit Risk--The two California Municipal Portfolios and
      two New York Municipal Portfolios invest primarily in securities issued by
      the State of California and New York, respectively, and their various
      political subdivisions, and the performance of each of these Portfolios is
      closely tied to economic conditions within the applicable state and the
      financial condition of that state and its agencies and municipalities.

      Indemnification Risk--In the ordinary course of business, the Portfolios
      enter into contracts that contain a variety of indemnifications. The
      Portfolios maximum exposure under these arrangements is unknown. However,
      the Portfolios have not had prior claims or losses pursuant to these
      indemnification provisions and expect the risk of loss thereunder to be
      remote.

NOTE 5. Risks Involved in Futures and Foreign Currency Contracts

      Portfolios may purchase or sell financial futures contracts for the
      purpose of hedging their portfolios against adverse effects of anticipated
      movements in the market. Financial futures contracts obligate the buyer to
      take and the seller to make delivery at a future date of a specified
      quantity of a financial instrument or an amount of cash based on the value
      of a securities index or the market value in U.S. dollars of a foreign
      currency. The contract amounts reflect the extent of each Portfolio's
      involvement in these financial instruments. To the extent that the Funds
      enter into short futures, losses may be unlimited. A Portfolio's
      participation in the futures markets involves certain risks, including
      imperfect correlation between movements in the price of the futures
      contracts and movements in the price of the securities hedged or used for
      cover. The Funds' activities in futures contracts are conducted through
      regulated exchanges that do not result in counterparty credit risks.

      The Short Duration Plus Portfolio, Intermediate Duration
      Portfolio,Intermediate Duration Institutional Portfolio, Tax-Managed
      International Portfolio, International Portfolio and Emerging Markets
      Portfolio may enter into forward exchange currency contracts in order to
      hedge exposure to changes in foreign currency exchange rates on foreign
      portfolio holdings. Foreign currency contracts involve elements of market
      risk in excess of the amount reflected in the statements of assets and
      liabilities. A Portfolio bears the risk of an unfavorable change in the
      foreign exchange rate underlying the foreign currency contract. In
      addition, a Portfolio could be exposed to risks if the counterparties to
      the contracts are unable to meet the terms


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64  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      of their contracts.

NOTE 6. Capital-Share Transactions

      As of March 31, 2006, the Sanford C. Bernstein Fund, Inc., has authorized
      7.8 billion shares of common stock, par value $0.001 per share, of which
      7.5 billion are divided into 12 Portfolios. It has allocated 1 billion to
      the Tax-Managed International Portfolio of which 400 million is allocated
      to the Tax-Managed International Class Shares and 200 million to each of
      the three retail classes of shares; 600 million to the Intermediate
      Duration Portfolio; 1.2 billion to the International Portfolio of which
      600 million is allocated to the International Class Shares and 200 million
      to each of the three retail classes of shares; 1.6 billion to the
      Diversified Municipal Portfolio, divided evenly into four classes; 200
      million each to the Emerging Markets Portfolio and the U.S. Government
      Short Duration Portfolio; 800 million each to the California Municipal
      Portfolio and New York Municipal Portfolio, divided evenly into four
      classes; 800 million to the Short Duration Plus Portfolio, 200 million
      each to the four existing classes; and 100 million each to the Short
      Duration Diversified Municipal Portfolio, Short Duration California
      Municipal Portfolio, and Short Duration New York Municipal Portfolio. The
      Sanford C. Bernstein Fund II, Inc., has authorized 300 million shares of
      common stock with par value $0.001 per share. Share transactions for each
      Portfolio for the six months ended March 31, 2006 and the year ended
      September 30, 2005, were as follows:


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  65


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)



                                                                        TAX-MANAGED INTERNATIONAL PORTFOLIO

                                                                SHARES                             AMOUNT

                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------
                                                                                            
Tax-Managed International Class Shares
Shares sold                                            26,974,754        47,072,434   $   672,676,228   $ 1,052,136,545
Shares issued to shareholders on
reinvestment of dividends                              15,633,830         4,555,651       368,489,365        97,855,405
Shares redeemed                                       (14,953,408)      (31,558,920)     (375,291,147)     (706,984,300)
                                                  ---------------   ---------------   ---------------   ---------------
Net increase                                           27,655,176        20,069,165       665,874,446       443,007,650
Beginning of period                                   245,926,680       225,857,515     4,105,308,695     3,662,301,045
                                                  ---------------   ---------------   ---------------   ---------------
End of period                                         273,581,856       245,926,680   $ 4,771,183,141   $ 4,105,308,695
                                                  ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
Tax-Managed International Class A Shares
Shares sold                                                42,688           102,026   $     1,076,447   $     2,254,583
Shares issued to shareholders on
reinvestment of dividends                                   8,764               205           205,596             4,390
Shares converted from Class B                                   0               540                 0            12,028
Shares redeemed                                            (4,194)             (516)         (103,346)          (12,442)
                                                  ---------------   ---------------   ---------------   ---------------
Net increase                                               47,258           102,255         1,178,697         2,258,559
Beginning of period                                       108,762             6,507         2,387,469           128,910
                                                  ---------------   ---------------   ---------------   ---------------
End of period                                             156,020           108,762   $     3,566,166   $     2,387,469
                                                  ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
Tax-Managed International Class B Shares
Shares sold                                                 9,991             6,403   $       250,292   $       141,983
Shares issued to shareholders on
reinvestment of dividends                                     298                51             6,962             1,059
Shares converted to Class A                                     0              (544)                0           (12,028)
Shares redeemed                                            (1,890)           (1,294)          (48,479)          (29,294)
                                                  ---------------   ---------------   ---------------   ---------------
Net increase                                                8,399             4,616           208,775           101,720
Beginning of period                                         7,353             2,737           156,250            54,530
                                                  ---------------   ---------------   ---------------   ---------------
End of period                                              15,752             7,353   $       365,025   $       156,250
                                                  ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
Tax-Managed International Class C Shares
Shares sold                                                25,088            20,255   $       612,626   $       452,475
Shares issued to shareholders on
reinvestment of dividends                                   1,365                87            31,824             1,874
Shares redeemed                                            (1,746)             (706)          (42,706)          (16,392)
                                                  ---------------   ---------------   ---------------   ---------------
Net increase                                               24,707            19,636           601,744           437,957
Beginning of period                                        27,819             8,183           601,495           163,538
                                                  ---------------   ---------------   ---------------   ---------------
End of period                                              52,526            27,819   $     1,203,239   $       601,495
                                                  ===============   ===============   ===============   ===============



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66  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                                                         INTERNATIONAL PORTFOLIO

                                                                SHARES                             AMOUNT

                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------
                                                                                           
International Class Shares
Shares sold                                           13,622,805        19,431,940   $   332,317,269   $   410,168,394
Shares issued to shareholders on
reinvestment of dividends                              1,540,784           945,230        36,285,430        19,065,301
Shares redeemed                                      (11,721,889)      (16,342,116)     (285,237,628)     (343,893,907)
                                                 ---------------   ---------------   ---------------   ---------------
Net increase                                           3,441,700         4,035,054        83,365,071        85,339,788
Beginning of period                                  119,708,749       115,673,695     2,184,055,571     2,098,715,783
                                                 ---------------   ---------------   ---------------   ---------------
End of period                                        123,150,449       119,708,749   $ 2,267,420,642   $ 2,184,055,571
                                                 ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
International Class A Shares
Shares sold                                              374,178         1,175,024   $     9,164,160   $    24,657,035
Shares issued to shareholders on
reinvestment of dividends                                  7,075             1,066           166,052            21,461
Shares converted from Class B                              2,169             3,514            55,294            75,664
Shares redeemed                                         (493,555)         (121,631)      (12,125,133)       (2,656,916)
                                                 ---------------   ---------------   ---------------   ---------------
Net increase (decrease)                                 (110,133)        1,057,973        (2,739,627)       22,097,244
Beginning of period                                    1,223,176           165,203        25,143,620         3,046,376
                                                 ---------------   ---------------   ---------------   ---------------
End of period                                          1,113,043         1,223,176   $    22,403,993   $    25,143,620
                                                 ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
International Class B Shares
Shares sold                                               45,251            91,339   $     1,088,752   $     1,892,028
Shares issued to shareholders on
reinvestment of dividends                                    441               216            10,303             4,324
Shares converted to Class A                               (2,181)           (3,545)          (55,294)          (75,664)
Shares redeemed                                          (17,740)          (19,485)         (433,534)         (413,136)
                                                 ---------------   ---------------   ---------------   ---------------
Net increase                                              25,771            68,525           610,227         1,407,552
Beginning of period                                      116,862            48,337         2,295,837           888,285
                                                 ---------------   ---------------   ---------------   ---------------
End of period                                            142,633           116,862   $     2,906,064   $     2,295,837
                                                 ===============   ===============   ===============   ===============

- -----------------------------------------------------------------------------------------------------------------------
International Class C Shares
Shares sold                                              181,390           337,112   $     4,415,226   $     6,941,414
Shares issued to shareholders on
reinvestment of dividends                                    628               267            14,686             5,349
Shares redeemed                                         (190,486)         (112,716)       (4,516,811)       (2,412,856)
                                                 ---------------   ---------------   ---------------   ---------------
Net increase (decrease)                                   (8,468)          224,663           (86,899)        4,533,907
Beginning of period                                      472,339           247,676         9,079,404         4,545,497
                                                 ---------------   ---------------   ---------------   ---------------
End of period                                            463,871           472,339   $     8,992,505   $     9,079,404
                                                 ===============   ===============   ===============   ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  67


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)



                                                   -----------------------------     -----------------------------------
                                                             EMERGING                           INTERMEDIATE
                                                           MARKETS VALUE                          DURATION
                                                             PORTFOLIO                            PORTFOLIO
                                                   -----------------------------     -----------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- ------------------------------------------------------------------------------------------------------------------------
                                                                                              
Shares sold                                           5,989,617         10,080,394       43,058,481         69,094,301
Shares issued to shareholders
on reinvestment of dividends
and distributions                                    10,834,592          1,190,384        1,089,413          2,311,887
Shares redeemed                                      (5,938,415)       (14,857,739)     (15,273,347)       (28,853,086)
                                                   ------------       ------------     ------------       ------------
Net increase (decrease)
in shares outstanding                                10,885,794         (3,586,961)      28,874,547         42,553,102
Shares outstanding at
beginning of period                                  43,505,863         47,092,824      255,266,942        212,713,840
                                                   ------------       ------------     ------------       ------------
Shares outstanding at
end of period                                        54,391,657         43,505,863      284,141,489        255,266,942
                                                   ============       ============     ============       ============


                                                   -----------------------------     -----------------------------------
                                                           U.S. GOVERNMENT                  INTERMEDIATE DURATION
                                                           SHORT DURATION                       INSTITUTIONAL
                                                              PORTFOLIO                           PORTFOLIO
                                                   -----------------------------     -----------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------
                                                                                              
Shares sold                                             704,338          1,335,866       10,672,443         12,843,724
Shares issued to shareholders
on reinvestment of dividends
and distributions                                        59,335            106,625          300,939            846,398
Shares redeemed                                      (1,041,160)        (1,882,568)      (6,021,696)       (10,364,588)
                                                   ------------       ------------     ------------       ------------
Net increase (decrease)
in shares outstanding                                  (277,487)          (440,077)       4,951,686          3,325,534
Shares outstanding at
beginning of period                                   6,939,375          7,379,452       42,673,898         39,348,364
                                                   ------------       ------------     ------------       ------------
Shares outstanding at
end of period                                         6,661,888          6,939,375       47,625,584         42,673,898
                                                   ============       ============     ============       ============



- --------------------------------------------------------------------------------
68  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                ---------------------------   ---------------------------   ---------------------------
                                     SHORT DURATION                 SHORT DURATION                 SHORT DURATION
                                   DIVERSIFIED MUNICIPAL         CALIFORNIA MUNICIPAL            NEW YORK MUNICIPAL
                                         PORTFOLIO                    PORTFOLIO                      PORTFOLIO
                                ---------------------------   ---------------------------   ---------------------------

                                  SIX MONTHS                    SIX MONTHS                    SIX MONTHS
                                ENDED 3/31/06   YEAR ENDED    ENDED 3/31/06    YEAR ENDED   ENDED 3/31/06   YEAR ENDED
                                 (UNAUDITED)      9/30/05      (UNAUDITED)      9/30/05      (UNAUDITED)      9/30/05
- -----------------------------------------------------------------------------------------------------------------------
                                                                                           
Shares sold                         6,335,045    13,703,501      2,428,014      3,635,973      2,094,589      5,800,480
Shares issued to shareholders
on reinvestment of dividends
and distributions                     111,444       173,534         35,997         64,525         54,888         90,356
Shares redeemed                    (8,234,314)  (13,353,227)    (1,842,359)    (4,425,411)    (2,714,545)    (5,836,199)

Net increase (decrease)
in shares outstanding              (1,787,825)      523,808        621,652       (724,913)      (565,068)        54,637
Shares outstanding at
beginning of period                20,655,698    20,131,890      4,973,154      5,698,067      9,934,353      9,879,716

Shares outstanding at
end of period                      18,867,873    20,655,698      5,594,806      4,973,154      9,369,285      9,934,353
                                  ===========   ===========    ===========    ===========    ===========    ===========



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  69


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)



                                                   ---------------------------------------------------------------------
                                                                     DIVERSIFIED MUNICIPAL PORTFOLIO
                                                   ---------------------------------------------------------------------

                                                   -----------------------------     -----------------------------------
                                                                SHARES                             AMOUNT
                                                   -----------------------------     -----------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/05      YEAR ENDED       ENDED 3/31/05      YEAR ENDED
                                                    (UNAUDITED)         9/30/04         (UNAUDITED)         9/30/04
- ------------------------------------------------------------------------------------------------------------------------
                                                                                            
Municipal Class
Shares sold                                           44,466,957      67,306,052     $   622,068,157    $   954,163,543
Shares issued to shareholders on
reinvestment of dividends                                549,549       1,025,694           7,690,007         14,537,618
Shares redeemed                                      (17,474,505)    (32,601,964)       (244,380,717)      (461,940,395)
                                                   -------------    ------------     ---------------    ---------------
Net increase                                          27,542,001      35,729,782         385,377,447        506,760,766
Beginning of period                                  211,642,663     175,912,881       2,936,487,756      2,429,726,990
                                                   -------------    ------------     ---------------    ---------------
End of period                                        239,184,664     211,642,663     $ 3,321,865,203    $ 2,936,487,756
                                                   =============    ============     ===============    ===============

- ------------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class A Shares
Shares sold                                              503,158       1,418,380     $     7,046,986    $    20,132,758
Shares issued to shareholders on
reinvestment of dividends                                 51,666         115,543             723,320          1,638,421
Shares converted from Class B                             59,569         157,152             831,957          2,222,023
Shares redeemed                                       (1,435,225)     (2,905,957)        (20,077,736)       (41,230,449)
                                                   -------------    ------------     ---------------    ---------------
Net decrease                                            (820,832)     (1,214,882)        (11,475,473)       (17,237,247)
Beginning of period                                    5,925,090       7,139,972          84,215,672        101,452,919
                                                   -------------    ------------     ---------------    ---------------
End of period                                          5,104,258       5,925,090     $    72,740,199    $    84,215,672
                                                   =============    ============     ===============    ===============

- ------------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class B Shares
Shares sold                                               27,346         201,550     $       382,425    $     2,864,835
Shares issued to shareholders on
reinvestment of dividends                                 32,415          81,542             453,868          1,156,539
Shares converted to Class A                              (59,574)       (157,197)           (831,957)        (2,222,023)
Shares redeemed                                       (1,040,696)     (2,160,430)        (14,559,769)       (30,611,828)
                                                   -------------    ------------     ---------------    ---------------
Net decrease                                          (1,040,509)     (2,034,535)        (14,555,433)       (28,812,477)
Beginning of period                                    4,695,737       6,730,272          66,505,842         95,318,319
                                                   -------------    ------------     ---------------    ---------------
End of period                                          3,655,228       4,695,737     $    51,950,409    $    66,505,842
                                                   =============    ============     ===============    ===============

- ------------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class C Shares
Shares sold                                              108,707         440,590     $     1,522,585    $     6,253,538
Shares issued to shareholders on
reinvestment of dividends                                 25,454          59,271             356,408            840,684
Shares redeemed                                       (1,001,320)     (2,000,134)        (14,009,496)       (28,364,922)
                                                   -------------    ------------     ---------------    ---------------
Net decrease                                            (867,159)     (1,500,273)        (12,130,503)       (21,270,700)
Beginning of period                                    4,766,497       6,266,770          67,792,723         89,063,423
                                                   -------------    ------------     ---------------    ---------------
End of period                                          3,899,338       4,766,497     $    55,662,220    $    67,792,723
                                                   =============    ============     ===============    ===============



- --------------------------------------------------------------------------------
70  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                                   --------------------------------------------------------------------
                                                                     CALIFORNIA MUNICIPAL PORTFOLIO
                                                   --------------------------------------------------------------------

                                                   -----------------------------     ----------------------------------
                                                                SHARES                             AMOUNT
                                                   -----------------------------     ----------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/05      YEAR ENDED       ENDED 3/31/05      YEAR ENDED
                                                    (UNAUDITED)         9/30/04         (UNAUDITED)         9/30/04
=======================================================================================================================
                                                                                            
Municipal Class
Shares sold                                          14,174,089        21,434,750    $   200,578,253    $   307,063,523
Shares issued to shareholders on
reinvestment of dividends                               196,690           414,093          2,784,335          5,934,834
Shares redeemed                                      (6,684,168)      (11,381,962)       (94,559,568)      (163,180,906)
                                                   ------------     -------------    ---------------    ---------------
Net increase                                          7,686,611        10,466,881        108,803,020        149,817,451
Beginning of period                                  69,085,237        58,618,356        968,230,834        818,413,383
                                                   ------------     -------------    ---------------    ---------------
End of period                                        76,771,848        69,085,237    $ 1,077,033,854    $   968,230,834
                                                   ============     =============    ===============    ===============

Intermediate Municipal Class A Shares
Shares sold                                             354,345           956,855    $     5,015,586    $    13,703,260
Shares issued to shareholders on
reinvestment of dividends                                25,251            58,866            357,393            843,393
Shares converted from Class B                               893            50,349             12,647            722,083
Shares redeemed                                        (708,931)       (1,108,320)       (10,025,860)       (15,850,412)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (328,442)          (42,250)        (4,640,234)          (581,676)
Beginning of period                                   2,628,962         2,671,212         37,856,603         38,438,279
                                                   ------------     -------------    ---------------    ---------------
End of period                                         2,300,520         2,628,962    $    33,216,369    $    37,856,603
                                                   ============     =============    ===============    ===============

Intermediate Municipal Class B Shares
Shares sold                                              22,577            31,283    $       320,547    $       449,100
Shares issued to shareholders on
reinvestment of dividends                                14,627            36,862            207,082            528,386
Shares converted to Class A                                (893)          (50,375)           (12,647)          (722,083)
Shares redeemed                                        (353,726)         (668,920)        (5,001,681)        (9,570,894)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (317,415)         (651,150)        (4,486,699)        (9,315,491)
Beginning of period                                   1,832,025         2,483,175         26,334,637         35,650,128
                                                   ------------     -------------    ---------------    ---------------
End of period                                         1,514,610         1,832,025    $    21,847,938    $    26,334,637
                                                   ============     =============    ===============    ===============

Intermediate Municipal Class C Shares
Shares sold                                              31,622           147,263    $       446,584    $     2,111,016
Shares issued to shareholders on
reinvestment of dividends                                14,623            34,066            206,966            488,199
Shares redeemed                                        (361,153)         (602,915)        (5,110,304)        (8,638,516)
                                                   ------------     -------------    ---------------    ---------------
 Net decrease                                          (314,908)         (421,586)        (4,456,754)        (6,039,301)
Beginning of period                                   2,001,884         2,423,470         28,833,785         34,873,086
                                                   ------------     -------------    ---------------    ---------------
End of period                                         1,686,976         2,001,884    $    24,377,031    $    28,833,785
                                                   ============     =============    ===============    ===============



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  71


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)



                                                   --------------------------------------------------------------------
                                                                     NEW YORK MUNICIPAL PORTFOLIO
                                                   --------------------------------------------------------------------

                                                   -----------------------------     ----------------------------------
                                                                SHARES                             AMOUNT
                                                   -----------------------------     ----------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
- -----------------------------------------------------------------------------------------------------------------------
                                                                                            
Municipal Class
Shares sold                                          15,340,042        26,547,744    $   212,078,706    $   372,003,374
Shares issued to shareholders on
reinvestment of dividends                               356,667           701,028          4,932,890          9,824,232
Shares redeemed                                      (7,537,076)      (15,053,132)      (104,201,906)      (210,928,598)
                                                   ------------     -------------    ---------------    ---------------
Net increase                                          8,159,633        12,195,640        112,809,690        170,899,008
Beginning of period                                  91,649,286        79,453,646      1,250,318,289      1,079,419,281
                                                   ------------     -------------    ---------------    ---------------
End of period                                        99,808,919        91,649,286    $ 1,363,127,979    $ 1,250,318,289
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class A Shares
Shares sold                                             170,318           698,228    $     2,350,771    $     9,785,713
Shares issued to shareholders on
reinvestment of dividends                                39,688            87,840            548,614          1,230,549
Shares converted from Class B                             5,362            78,587             74,057          1,099,352
Shares redeemed                                        (433,890)       (1,492,557)        (5,994,533)       (20,880,330)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (218,522)         (627,902)        (3,021,091)        (8,764,716)
Beginning of period                                   3,217,902         3,845,804         45,196,625         53,961,341
                                                   ------------     -------------    ---------------    ---------------
End of period                                         2,999,380         3,217,902    $    42,175,534    $    45,196,625
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class B Shares
Shares sold                                              53,967           187,179    $       746,945    $     2,625,061
Shares issued to shareholders on
reinvestment of dividends                                30,350            68,721            419,450            962,490
Shares converted to Class A                              (5,362)          (78,669)           (74,057)        (1,099,352)
Shares redeemed                                        (642,565)         (786,711)        (8,871,510)       (11,010,516)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (563,610)         (609,480)        (7,779,172)        (8,522,317)
Beginning of period                                   3,515,762         4,125,242         49,444,786         57,967,103
                                                   ------------     -------------    ---------------    ---------------
End of period                                         2,952,152         3,515,762    $    41,665,614    $    49,444,786
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Intermediate Municipal Class C Shares
Shares sold                                              43,975           220,479    $       607,850    $     3,095,559
Shares issued to shareholders on
reinvestment of dividends                                13,896            36,044            192,089            505,218
Shares redeemed                                        (566,879)       (1,410,557)        (7,825,232)       (19,757,119)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (509,008)       (1,154,034)        (7,025,293)       (16,156,342)
Beginning of period                                   2,605,267         3,759,301         36,941,753         53,098,095
                                                   ------------     -------------    ---------------    ---------------
End of period                                         2,096,259         2,605,267    $    29,916,460    $    36,941,753
                                                   ============     =============    ===============    ===============



- --------------------------------------------------------------------------------
72  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                                   -------------------------------------------------------------------
                                                                     SHORT DURATION PLUS PORTFOLIO
                                                   -------------------------------------------------------------------

                                                   -----------------------------     ---------------------------------
                                                                SHARES                             AMOUNT
                                                   -----------------------------     ---------------------------------
                                                    SIX MONTHS                          SIX MONTHS
                                                   ENDED 3/31/06      YEAR ENDED       ENDED 3/31/06      YEAR ENDED
                                                    (UNAUDITED)         9/30/05         (UNAUDITED)         9/30/05
======================================================================================================================
                                                                                            
Short Duration Plus Class
Shares sold                                           4,377,069        11,221,512    $    53,924,591    $   140,436,628
Shares issued to shareholders on
reinvestment of dividends and distributions             231,338           426,621          2,850,766          5,342,279
Shares redeemed                                      (6,249,330)      (12,766,090)       (76,958,363)      (159,809,492)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                         (1,640,923)       (1,117,957)       (20,183,006)       (14,030,585)
Beginning of period                                  32,188,431        33,306,388        408,567,036        422,597,621
                                                   ------------     -------------    ---------------    ---------------
End of period                                        30,547,508        32,188,431    $   388,384,030    $   408,567,036
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Short Duration Class A Shares (a)
Shares sold                                             747,770         1,940,658    $     9,205,670    $    24,341,652
Shares issued to shareholders on
reinvestment of dividends and distributions              50,173            96,914            618,299          1,213,366
Shares converted from Class B                            48,798           106,805            601,137          1,334,579
Shares redeemed                                      (1,172,109)       (3,347,092)       (14,447,547)       (41,955,853)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (325,368)       (1,202,715)        (4,022,441)       (15,066,256)
Beginning of period                                   3,438,262         4,640,977         45,013,580         60,079,836
                                                   ------------     -------------    ---------------    ---------------
End of period                                         3,112,894         3,438,262    $    40,991,139    $    45,013,580
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Short Duration Class B Shares (a)
Shares sold                                              98,234           489,329    $     1,211,635    $     6,137,972
Shares issued to shareholders on
reinvestment of dividends and distributions              23,282            50,309            286,901            630,063
Shares converted to Class A                             (48,798)         (106,847)          (601,137)        (1,334,579)
Shares redeemed                                        (597,801)       (1,671,609)        (7,366,441)       (20,944,554)
                                                   ------------     -------------    ---------------    ---------------
Net  decrease                                          (525,083)       (1,238,818)        (6,469,042)       (15,511,098)
Beginning of period                                   2,257,289         3,496,107         29,232,925         44,744,023
                                                   ------------     -------------    ---------------    ---------------
End of period                                         1,732,206         2,257,289    $    22,763,883    $    29,232,925
                                                   ============     =============    ===============    ===============

- -----------------------------------------------------------------------------------------------------------------------
Short Duration Class C Shares (a)
Shares sold                                              78,277           508,402    $       964,458    $     6,376,122
Shares issued to shareholders on
reinvestment of dividends and distributions              16,945            36,795            208,730            460,712
Shares redeemed                                        (467,041)       (1,725,576)        (5,753,482)       (21,624,133)
                                                   ------------     -------------    ---------------    ---------------
Net decrease                                           (371,819)       (1,180,379)        (4,580,294)       (14,787,299)
Beginning of period                                   1,945,794         3,126,173         25,284,964         40,072,263
                                                   ------------     -------------    ---------------    ---------------
End of period                                         1,573,975         1,945,794    $    20,704,670    $    25,284,964
                                                   ============     =============    ===============    ===============


(a) Class A, B and C Shares commenced distribution on January 30, 2004.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  73


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)


NOTE 7. Line of Credit

      The Emerging Markets Portfolio maintains a $35,000,000 line of credit
      intended to provide short-term financing, if necessary, subject to certain
      restrictions in connection with abnormal redemption activity. Commitment
      fees related to the line of credit are paid by the Portfolio and are
      included in the miscellaneous expenses in the statement of operations. The
      Portfolio did not utilize the line of credit during the six months ended
      March 31, 2006.

      A number of open-end mutual funds managed by the Adviser, including the
      Sanford C. Bernstein Fund II, Inc., 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 statements of operations. The Portfolio did not utilize
      the Facility during the period ended March 31, 2006.

NOTE 8. Legal Proceedings

      As has been previously reported, the staff of the U.S. Securities and
      Exchange Commission ("SEC") and the Office of New York Attorney General
      ("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
      investigations 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 Assurance 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)
      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; however, the Portfolios did not have their fees reduced; 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 Funds, will introduce governance and compliance changes.

      A special committee of the AllianceBernstein's Board of Directors,
      comprised of the members of the AllianceBernstein's Audit Committee and
      the other independent member of the AllianceBernstein'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 Sanford C. Bernstein Fund,
      Inc. have designated an independent economic consultant and independent
      counsel to investigate the above-mentioned matters.

      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.
      ("Alliance Holding"), Alliance Capital Management Corporation, AXA
      Financial, Inc., the AllianceBernstein Funds, certain officers of the
      Adviser ("Alliance defendants"), and certain other defendants not
      affiliated with the Adviser, 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


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74  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      alleged shareholders of two of the AllianceBernstein Funds. The Hindo
      Complaint alleges that certain of the Alliance 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 generally similar to those in the Hindo Complaint were filed
      in various federal and state courts against the Adviser and certain other
      defendants, and others may be filed. The plaintiffs in such lawsuits have
      asserted a variety of theories for recovery including, but not limited to,
      violations of the Securities Act, the Exchange Act, the Advisers Act, the
      Investment Company Act, the Employee Retirement Income Security Act of
      1974, as amended ("ERISA"), certain state securities laws and common law.
      All state court actions against the Adviser either were voluntarily
      dismissed or removed to federal court. On February 20, 2004, the Judicial
      Panel on Multidistrict Litigation transferred all federal actions to the
      United States District Court for the District of Maryland (the "Mutual
      Fund MDL"). All of the actions removed to federal court were also
      transferred to the Mutual Fund MDL. The plaintiffs in the removed actions
      have since moved for remand, and that motion is pending.

      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 SEC Order and the NYAG Order. The claims in the mutual
      fund derivative consolidated amended complaint are generally based on the
      theory that all fund advisory agreements, distribution agreements and
      12b-1 plans between the Adviser and the AllianceBernstein Funds should be
      invalidated, regardless of whether market timing occurred in each
      individual fund, because each was approved by fund trustees on the basis
      of materially misleading information with respect to the level of market
      timing permitted in funds managed by the Adviser. The claims asserted in
      the other three consolidated amended complaints are similar to those that
      the respective plaintiffs asserted in their previous federal lawsuits. All
      of these lawsuits seek an unspecified amount of damages. The Alliance
      defendants have moved to dismiss the complaints, and those motions are
      pending.

      On February 10, 2004, the Adviser received (i) a subpoena duces tecum from
      the Office of the Attorney General of the State of West Virginia and (ii)
      a request for information from West Virginia's Office of the State
      Auditor, Securities Commission (the "West Virginia Securities Commission")
      (together, the "Information Requests"). Both Information Requests require
      the Adviser to produce documents concerning, among other things, any
      market timing or late trading in the Adviser's sponsored mutual funds. The
      Adviser responded to the Information Requests and has been cooperating
      fully with the investigation.

      On April 11, 2005, a complaint entitled The Attorney General of the State
      of West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was
      filed against the Adviser, Alliance Holding, and various other defendants
      not affiliated with the Adviser. The WVAG Complaint was filed in the
      Circuit Court of Marshall County, West Virginia by the Attorney General of
      the State of West Virginia. The WVAG Complaint makes factual allegations
      generally similar to those in the Hindo Complaint. On May 31, 2005,
      defendants removed the WVAG Complaint to the United States District Court
      for the Northern District of West Virginia. On July 12, 2005, plaintiff
      moved to remand. On October 19, 2005, the WVAG Complaint was transferred
      to the Mutual Fund MDL.

      On August 30, 2005, the deputy commissioner of securities of the West
      Virginia Securities Commission signed a "Summary Order to Cease and
      Desist, and Notice of Right to Hearing" addressed to the Adviser and
      Alliance Holding. The Summary Order claims that the Adviser and Alliance
      Holding violated the West Virginia Uniform Securities Act, and makes
      factual allegations generally similar to those in the Commission Order and
      the NYAG Order. On January 26, 2006, the Adviser, Alliance Holding, and
      various unaffiliated defendants filed a Petition for Writ of Prohibition
      and Order


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                                                      2006 Semiannual Report  75


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Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc.
Notes to Financial Statements (continued)

      Suspending Proceedings in West Virginia state court seeking to vacate the
      Summary Order and for other relief. On April 11, 2006, the Court dismissed
      the Writ and later granted defendants a 30-day stay to file an appeal. The
      Adviser intends to vigorously defend against the allegations in the WVAG
      Complaint.

      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 Holding, 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 fundrelated fees, commissions and soft dollar payments,
      and restitution of all unlawfully or discriminatorily obtained fees and
      expenses.

      Since June 22, 2004, nine additional lawsuits making factual allegations
      substantially similar to those in the Aucoin Complaint were filed against
      the Adviser and certain other defendants. All nine of the lawsuits (i)
      were brought as class actions filed in the United States District Court
      for the Southern District of New York, (ii) assert claims substantially
      identical to the Aucoin Complaint, and (iii) are brought on behalf of
      shareholders of the Funds.

      On February 2, 2005, plaintiffs filed a consolidated amended class action
      complaint ("Aucoin Consolidated Amended Complaint") that asserts claims
      substantially similar to the Aucoin Complaint and the nine additional
      lawsuits referenced above. On October 19, 2005, the District Court
      dismissed each of the claims set forth in the Aucoin Consolidated Amended
      Complaint, except for plaintiff's claim under Section 36(b) of the
      Investment Company Act. On January 11, 2006, the District Court granted
      defendants' motion for reconsideration and dismissed the remaining Section
      36(b) claim. Plaintiffs have moved for leave to amend their consolidated
      complaint.

      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.


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76  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


- --------------------------------------------------------------------------------
Results of Shareholders Meeting
Unaudited

The Annual Meeting of Stockholders of Sanford C. Bernstein Fund (the "Fund") was
held on December 6, 2005. The Meeting was originally scheduled to be held on
November 15, 2005, however an insufficient number of votes had been received as
of November 15, 2005 to constitute a quorum and the Meeting was therefore
adjourned until December 6, 2005 in order to permit for additional time for the
solicitation of proxies. At the December 6, 2005 Meeting, with respect to the
first item of business, the election of Directors, the required number of
outstanding shares was voted in favor of the proposal, and the proposal was
approved. A description of the proposal and number of shares voted at the
Meeting are as follows:

      1.    The election of the Directors, each such Director to serve a term of
            an indefinite duration and until his or her successor is duly
            elected and qualifies.

                                                               WITHHELD
                                  VOTED FOR                    AUTHORITY
- --------------------------------------------------------------------------------
Irwin Engelman                   482,138,928                   3,375,067

Bart Friedman                    482,352,757                   3,161,238

Roger Hertog                     481,543,420                   3,970,575

William Kristol                  474,455,075                  11,058,920

Thomas B. Stiles II              482,140,530                   3,373,465

Rosalie J. Wolf                  482,546,822                   2,967,173


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  77


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

================================================================================
BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
    Roger Hertog
    President

    Rosalie J. Wolf*
    Chairman

    Irwin Engelman*
    Director

    Bart Friedman*+
    Director

    William Kristol*+
    Director

    Thomas B. Stiles II*+
    Director

================================================================================
OFFICERS
- --------------------------------------------------------------------------------

    Philip L. Kirstein
    Senior Vice President and
    Independent Compliance Officer

    Mark D. Gersten
    Treasurer and Chief Financial Officer

    Emilie D. Wrapp
    Secretary

================================================================================
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

    PricewaterhouseCoopers LLP
    300 Madison Avenue
    New York, New York 10017

================================================================================
LEGAL COUNSEL
- --------------------------------------------------------------------------------

    Willkie Farr & Gallagher LLP
    787 Seventh Avenue
    New York, New York 10019

================================================================================
CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------

    State Street Bank and Trust Company
    One Lincoln Street
    Boston, Massachusetts 02111

================================================================================
INVESTMENT ADVISER
- --------------------------------------------------------------------------------

    AllianceBernstein L.P.
    1345 Avenue of the Americas
    New York, New York 10105

* Member of the Audit Committee and the Independent Directors Committee.
+ Member of the Governance, Nominating and Compensation Committee.


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78  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Board's Consideration of Investment Management Arrangements

      The process relating to the annual review of the Investment Management
      Agreement between the Sanford C. Bernstein Fund, Inc. (the "Fund"), on
      behalf of each of its portfolios (each, a "Portfolio" and collectively,
      the "Portfolios"), and AllianceBernstein L.P. (the "Adviser") (the
      "Investment Management Agreement") commenced following receipt by the
      Adviser of a letter dated July 21, 2005, from counsel to the Directors who
      are not interested persons of the Fund (the "Independent Directors"). The
      letter contained a preliminary list of information required by the
      Independent Directors to conduct their annual review. The Directors
      received materials relating to the renewal of the Investment Management
      Agreement from the Adviser during September 2005. In addition, the
      Independent Directors received materials prepared by the Senior Officer,
      as described below. On September 28, 2005, the Directors held an in-person
      meeting to begin their review of the Investment Management Agreement and
      to consider an amendment proposed by the Adviser to the fee schedule,
      which included additional breakpoints at higher asset levels for the
      Intermediate Duration Portfolio, Diversified Municipal Portfolio, New York
      Municipal Portfolio, California Municipal Portfolio, Tax-Managed
      International Portfolio, International Portfolio and Emerging Markets
      Portfolio. Following discussion at this meeting, the Independent Directors
      requested that the Adviser propose a different amended schedule for
      certain of the Portfolios. On October 25, 2005, the Independent Directors
      met in executive session with counsel to the Independent Directors and the
      Senior Officer to review a revised proposal with respect to the fee
      schedule from the Adviser. On October 26, 2005, the Board of Directors
      held an in-person meeting to review the Investment Management Agreement
      and the revised proposal from the Adviser, which included a further
      reduction in the advisory fee rate for the Tax-Managed International
      Portfolio, International Portfolio and Emerging Markets Portfolio. The
      Board considered the Adviser's amended proposal and in turn proposed
      additional reductions in fees for the Tax-Managed International Portfolio,
      International Portfolio and Emerging Markets Portfolio. The Board of
      Directors, including the Independent Directors, determined to extend the
      Investment Management Agreement with the fee rates then in effect until
      December 1, 2005, to provide sufficient time for management to review the
      additional reductions proposed by the Board and the Board to consider the
      Adviser's responses to the Board's proposal. It was determined that the
      Board of Directors would meet at an in-person meeting on November 28, 2005
      for the purpose of considering the renewal of the Investment Management
      Agreement for an additional annual term in light of the various proposals
      that had been made. Between October 26, 2005 and November 28, 2005, the
      Independent Directors, their counsel, and the Adviser considered
      additional proposed amendments to the fee schedule. At the November 28,
      2005 meeting, the Board approved the advisory fee rate structure shown
      below under "Advisory Fee Rate Schedule."

      In approving the continuation of the Investment Management Agreement for
      an additional annual term with the revised fee schedule, the Board of
      Directors considered all information it deemed reasonably necessary to
      evaluate the terms of the Agreement and considered whether continuance of
      the Agreement would be in the best interests of each respective Portfolio.
      The Board received materials relating to its consideration of the
      Investment Management Agreement, including: (i) information comparing the
      performance of the Portfolios to other investment companies with similar
      investment objectives and to one or more securities indices; (ii)
      information about the nature, extent and quality of investment and
      administrative services rendered by the Adviser; (iii) payments received
      by the Adviser from all sources in respect of the Portfolios and the Fund
      as a group; (iv) costs borne by, and profitability of, the Adviser and its
      affiliates in providing services to the Portfolios and the Fund as a
      group; (v) comparative fee and expense data for the Portfolios and other
      investment companies with similar investment objectives; (vi) information
      about the extent to which economies of scale would be realized as the
      Portfolios grow and whether fee levels reflect these economies of scale
      for the benefit of investors; (vii) the Adviser's policies and practices
      regarding allocation of portfolio transactions of the Portfolios,
      including the extent to which the Adviser benefits from soft dollar
      arrangements; (viii) information about "revenue sharing" arrangements that
      the Adviser may enter into in respect of any of the Portfolios; (ix)
      portfolio turnover rates of the Portfolios; (x) fall-out benefits which
      the Adviser and its affiliates may receive from their relationships to the
      Portfolios; (xi) information about fees charged by the Adviser to other
      like clients with similar investment objectives; (xii) professional
      experience and qualifications of the Fund's management teams and other
      senior personnel of the Adviser; and (xiii) the terms of the Investment
      Management Agreement.

      The Directors also reviewed an independent evaluation from the Fund's
      Senior Officer (who is also the Fund's Independent Compliance Officer) of
      the reasonableness of the advisory fees in the Investment Management
      Agreement. This evaluation was contemplated by the September 2004
      Assurance of Discontinuance between the Adviser and the New York Attorney
      General. In his evaluation, the Senior Officer concluded that the fees
      contained in the Adviser's September 28, 2005 proposal


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  79


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Board's Consideration of Investment Management Arrangements (continued)

      were reasonable with respect to the fixed-income Portfolios and
      recommended that the fees for the Tax-Managed International Portfolio,
      International Portfolio and Emerging Markets Portfolio be reduced. The
      Directors noted that the Senior Officer's evaluation considered the
      following factors: management fees charged to institutional and other
      clients of the Adviser for like services; management fees charged by other
      mutual fund companies for like services; costs to the Adviser and its
      affiliates of supplying such services pursuant to the Investment
      Management Agreement, excluding any intra-corporate profit; profit margins
      of the Adviser and its affiliates from supplying such services; possible
      economies of scale as the Portfolios grow larger; and the nature and
      quality of the Adviser's services including the performance of the
      Portfolios.

      The matters discussed below were considered separately by the Independent
      Directors in several executive sessions, during which experienced counsel
      that is independent of the Adviser provided guidance to the Independent
      Directors. No single factor was considered in isolation or to be
      determinative to the decision of the Board to approve the Investment
      Management Agreement. Rather, the Board concluded, in light of a weighing
      and balancing of all factors considered, that it was in the best interests
      of each Portfolio to approve the continuation of the Investment Management
      Agreement as amended, including the fees to be charged for services
      thereunder.

Fees and Expenses

      The Board of Directors, including the Independent Directors, compared the
      fees and expense ratios of each Portfolio as proposed by the Adviser at
      the September 28, 2005 meeting (before and after any fee waivers and
      expense reimbursements) against fees and expense ratios of a peer group of
      funds with similar investment objectives ("peer group"). Both the peer
      group category and the funds within the peer group, with respect to the
      fee and expense data, were prepared by Lipper, Inc. ("Lipper"), an
      independent provider of investment company data. Where applicable, the
      Board considered similarities and differences between each Portfolio and
      the other funds in its respective peer group. The Senior Officer also
      performed analyses of the advisory fees based upon hypothetical fee
      structures and asset levels, and compared such analyses to the Portfolios'
      peer groups.

      The Board considered data based on information provided by Lipper,
      particularly that:

      o     the Short Duration Plus Portfolio's contractual management fee was
            at the median of its peer group, its actual management fee was above
            the median of its peer group, and its actual total expenses were
            below the median of its peer group.

      o     the U.S. Government Short Duration Portfolio's contractual
            management fee and actual management fee were above the median of
            its peer group, and its actual total expenses were at the median of
            its peer group.

      o     the Intermediate Duration Portfolio's contractual management fee was
            above the median of its peer group, its actual management fee was at
            the median of its peer group, and its actual total expenses were
            below the median of its peer group.

      o     the California Municipal Portfolio's contractual management fee and
            actual total expenses were below the median of its peer group, and
            its actual management fee was at the median of its peer group.

      o     the Diversified Municipal Portfolio's contractual management fee was
            above the median of its peer group, and its actual management fee
            and actual total expenses were below the median of its peer group.

      o     the New York Municipal Portfolio's contractual management fee and
            its actual total expenses were below the median of its peer group,
            and its actual management fee was above the median of its peer
            group.

      o     the Short Duration California Municipal Portfolio's contractual
            management fee was below the median of its peer group, its actual
            management fee was at the median of its peer group, and its actual
            total expenses were above the median of its peer group.

      o     the Short Duration Diversified Municipal Portfolio's contractual
            management fee, actual management fee and actual total




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80  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

            expenses were above the median of its peer group.

      o     the Short Duration New York Municipal Portfolio's contractual
            management fee and actual management fee were above the median of
            its peer group, and its actual total expenses were below the median
            of its peer group.

      o     the International Portfolio's contractual management fee, actual
            management fee, and actual total expenses were above the median of
            its peer group

      o     the Tax-Managed International Portfolio's contractual management fee
            and actual total expenses were above the median of its peer group,
            and its actual management fee was at the median of its peer group.

      o     the Emerging Markets Portfolio's contractual management fee, actual
            management fee and actual total expenses were above the median of
            its peer group.

      The Board also received and considered information about the services
      rendered, and the fee rates offered, to other clients advised by the
      Adviser.

      On the basis of its review and consideration of the proposed fees as
      described above, the Board concluded that the fees shown below under
      "Advisory Fee Schedule Effective November 29, 2005" were reasonable.

Nature, Extent and Quality of Services

      The Board of Directors, including the Independent Directors, considered
      the nature, quality and extent of services performed by the Adviser and
      its affiliates. The Board used its knowledge and experience gained as
      directors of the Fund in evaluating the quality of the services of the
      Adviser, including the scope and quality of the Adviser's investment
      management capabilities, other resources dedicated to performing its
      services and the quality of its administrative and other services provided
      to the Fund. Particularly, the Board considered the background and
      experience of the Adviser's senior management. The Board also reviewed the
      qualifications, backgrounds and responsibilities of the investment staff
      primarily responsible for day-to-day portfolio management services for
      each Portfolio. In further evaluating the quality of services provided by
      the Adviser, the Board was informed that in management's judgment, the
      Adviser has the resources to attract and retain highly qualified
      investment professionals, including research and advisory personnel. In
      particular, the Board was informed that the Adviser's investment staff
      consists of:

      o     In the case of the Fixed-Income Portfolios, there are 63 Fixed
            Income Portfolio Managers, 46 Fixed-Income Credit Research Analysts,
            4 Structured Analysts, 8 Fixed-Income Economists, 8 Fixed-Income
            Quantitative Analysts and 7 Fixed-Income Traders.

      o     In the case of the International and Tax-Managed International
            Portfolios, there are 28 senior portfolio managers*, including 1
            economist, 123 research analysts, including 100 fundamental and 23
            quantitative, and 20 traders.

      *     Includes 8 members of the Style Blend Investment Team dedicated to
            managing style blend portfolios comprised of underlying investments
            in Bernstein Value and Alliance Growth portfolios.

      o     In the case of the Emerging Markets Portfolio, there are 19 senior
            portfolio managers*, including 1 economist, 94 research analysts,
            including 71 fundamental and 23 quantitative, and 18 traders.

      *     Includes 8 members of the Style Blend Investment Team dedicated to
            managing style blend portfolios comprised of underlying investments
            in Bernstein Value and Alliance Growth portfolios.

      The Board also considered the allocation of responsibilities as well as
      the factors which impacted the making and implementing of investment
      decisions for the Portfolios.

      The Board then reviewed the compliance and administrative services of the
      Adviser that support the investment advisory services provided to the Fund
      and noted that such staff was sufficient to ensure a high level of quality
      service to the Fund.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  81



- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Board's Consideration of Investment Management Arrangements (continued)

      The Board concluded that it was satisfied with the nature, quality and
      extent of the services provided by the Adviser.

Fund Performance

      The Board of Directors, including the Independent Directors, received and
      considered information about each Portfolio's investment performance, as
      well as the performance of its peer group and the performance of an
      appropriate benchmark index. The Board was provided with performance data
      versus each Portfolio's peer group, both before and after fees, for the
      1-year, 3-year, 5-year and 10-year periods, as applicable, ended June 30,
      2005 ("relevant periods") and versus each Portfolio's appropriate
      benchmark index, after fees, for the year to date, 1-year, 3-years,
      5-years, 10-years and since inception periods, as applicable, ended June
      30, 2005. Both the funds included in each Portfolio's peer group and the
      comparative performance data were provided to the Directors by Lipper. The
      Board noted that:

      (i) the Short Duration Plus Portfolio underperformed the median of its
      peer group over the 1-year period both before and after fees, but that it
      outperformed the median of its peer group over the remaining relevant
      periods both before and after fees. The Portfolio outperformed its
      benchmark index, the Merrill Lynch 1-3 Year Treasury Index, over the
      1-year and 3-year periods ended June 30, 2005. The Portfolio
      underperformed against the benchmark index for the year to date, 5-year,
      10-year and since inception periods.

      (ii) the U.S. Government Short Duration Portfolio performed at the median
      of its peer group over the 1-year period and below the median of its peer
      group over all remaining relevant periods, all after fees. The Portfolio
      outperformed the median of its peer group before fees over all relevant
      periods with the exception of the 10-year period over which it
      underperformed against the median. The Portfolio underperformed its
      benchmark index, the Merrill Lynch 1-3 Year Treasury Index, over all
      relevant periods.

      (iii) the Intermediate Duration Portfolio performed at the median of its
      peer group over the 1-year and 3-year periods but underperformed against
      the median over the 5-year and 10-year periods, all net of fees. Before
      fees, the Portfolio underperformed its peer group over all relevant
      periods except the 3-year period over which it performed at the median of
      its peer group. The Portfolio underperformed its benchmark index, the
      Lehman Aggregate Bond Index, over all relevant periods except the 3-year
      period, over which it outperformed the benchmark index.

      (iv) the Diversified Municipal Portfolio underperformed the median of its
      peer group, both before and after fees, over all relevant periods. The
      Portfolio outperformed its benchmark index, the Lehman 5 Year General
      Obligation Municipal Bond Index, over the year to date and 1-year periods
      and underperformed against the benchmark index for the remaining relevant
      periods.

      (v) the New York Municipal Portfolio underperformed the median of its peer
      group, both before and after fees, over all relevant periods. The
      Portfolio outperformed its benchmark index, the Lehman 5 Year General
      Obligation Municipal Bond Index, over the year to date and 1-year periods
      and underperformed against the benchmark index for the remaining relevant
      periods.

      (vi) the California Municipal Portfolio underperformed the median of its
      peer group, both before and after fees, over all relevant periods. The
      Portfolio outperformed its benchmark index, the Lehman 5 Year General
      Obligation Municipal Bond Index, over the year to date and 1-year periods
      and underperformed against the benchmark index for the remaining relevant
      periods.

      (vii) the Short Duration Diversified Municipal Portfolio underperformed
      the median of its peer group, both before and after fees, over all
      relevant periods. The Portfolio outperformed its benchmark index, the
      Lehman 1 Year Municipal Bond Index, over the 1-year period and
      underperformed against the benchmark index for the remaining relevant
      periods.

      (viii) the Short Duration New York Municipal Portfolio underperformed the
      median of its peer group, both before and after fees, over all relevant
      periods. The Portfolio outperformed its benchmark index, the Lehman 1 Year
      Municipal Bond Index, over the year to date and 1-year periods and
      underperformed against the benchmark index for the remaining relevant
      periods.

      (ix) the Short Duration California Municipal Portfolio underperformed the
      median of its peer group, both before and after


- --------------------------------------------------------------------------------
82  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      fees, over all relevant periods. The Portfolio also underperformed its
      benchmark index, the Lehman 1 Year Municipal Bond Index, over all relevant
      periods.

      (x) the Tax-Managed International Portfolio underperformed the median of
      its peer group over all relevant periods except the 5-year and 10-year
      periods during which it performed at the median, all after fees. Before
      fees, the Portfolio underperformed against the median over the 1-year and
      3-year periods, outperformed the median for the 5-year period and
      performed at the median for the 10-year period. The Portfolio outperformed
      its benchmark index, the MSCI EAFE Foreign-Stock Market Index, over the
      5-year, 10-year and since inception periods, but underperformed against
      the benchmark index for the year to date, 1-year and 3-year periods.

      (xi) the International Portfolio performed at the median of its peer group
      over the 3-year period but underperformed against the median over the
      1-year and 5-year periods, all net of fees. Before fees, the Portfolio
      underperformed its peer group over the 1-year period, but outperformed its
      peer group over the 3-year and 5-year periods. The Portfolio outperformed
      its benchmark index, the MSCI EAFE Foreign-Stock Market Index over the
      5-year and since inception periods, but underperformed against the
      benchmark index for the year to date, 1-year and 3-year periods.

      (xii) the Emerging Markets Portfolio substantially outperformed the median
      of its peer group over the 1-year, 3-year and 5-year periods both before
      and after fees. The Portfolio outperformed its benchmark index, the MSCI
      Emerging Markets Index, over the 1-year, 3-year, 5-year and since
      inception periods but underperformed the benchmark index over the year to
      date period.

      The Board noted that the underperformance of some of the Portfolios net of
      fees versus their respective indices was at least partly due to the fact
      that the Portfolios' benchmarks do not account for the fees that would be
      charged if an entity were able to replicate them and offer them to retail
      investors. The Board also noted that the duration of each of the
      fixed-income Portfolios is shorter than the implied duration of the
      Portfolios' peer categories. These differences have a substantial impact
      to the performance of the fixed-income Portfolios.

      The Board concluded that the performance generated by the Adviser was
      satisfactory.

Profitability

      The Board of Directors, including the Independent Directors, considered
      the level of the Adviser's profits in respect of its management of the
      Fund. The materials provided to the Independent Directors included a
      schedule of the revenues, expenses and related notes indicating the
      profitability of the Fund to the Adviser for calendar years 2003 and 2004
      which had been reviewed by an independent consultant retained by the
      Senior Officer. The Directors also reviewed information in respect of 2004
      that had been prepared with revised expense allocation methodology, which
      had also been reviewed by the Senior Officer's independent consultant. The
      Directors reviewed the assumptions and methods of allocation used by the
      Adviser in preparing fund-specific profitability data, and noted the
      Adviser's representation to them that it believed that the methods of
      allocation used in preparing the profitability information were reasonable
      and appropriate and that the Adviser had previously discussed that there
      is no generally accepted allocation methodology for information of this
      type. The Directors also received a presentation from the independent
      consultant which reviewed the Adviser's methods of calculating
      profitability.

      After reviewing all relevant factors, the Board of Directors, including
      the Independent Directors, concluded that the level of the Adviser's
      profits in respect of its management of the Fund was reasonable.

Economies of Scale

      The Board of Directors, including the Independent Directors, considered
      whether there have been economies of scale in respect of the management of
      the Fund, whether the Fund has appropriately benefited from any economies
      of scale, and whether there is potential for realization of any further
      economies of scale. The Directors also considered a presentation by an
      independent consultant discussing economies of scale issues in the mutual
      fund industry.

      The Board concluded that each Portfolio's breakpoint arrangements could
      result in a sharing of economies of scale.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  83


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

Board's Consideration of Investment Management Arrangements (continued)

Other Benefits to the Adviser

      The Board of Directors, including the Independent Directors, also took
      into account not only the advisory fees payable by the Portfolios, but
      also so-called "fallout benefits" to the Adviser, such as the engagement
      of affiliates of the Adviser as service providers to the Portfolios,
      including for administrative and transfer agency services, as well as the
      extent to which the Adviser benefits from soft dollar arrangements. It
      also considered other benefits potentially derived from an increase in the
      Adviser's business as a result of its relationship with the Fund.

      The Board concluded that other ancillary benefits that the Adviser could
      be expected to receive with regard to providing investment advisory and
      other services to the Fund, such as those noted above, were reasonable.

Advisory Fee Rate Schedule

      On the basis of the information considered, the Board concluded that the
      advisory fee rates for the New York Municipal, California Municipal,
      Diversified Municipal, Intermediate Duration, Tax-Managed International,
      International and Emerging Markets Portfolios should be amended as
      follows:

      For the Short Duration Plus, U.S. Government Short Duration, Short
      Duration California Municipal, Short Duration New York Municipal and Short
      Duration Diversified Municipal Portfolios, the Independent Directors
      determined to approve the continuation of the Investment Management
      Agreement, without change to these Portfolios' fee schedules, for an
      additional annual term.



ADVISORY FEE SCHEDULE EFFECTIVE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                 NOVEMBER 29, 2005                   PREVIOUS ADVISORY FEE SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                
New York Municipal Portfolio                         .50% of the first $1 billion;                    .50% of the first $1 billion;
                                     .45% of assets in excess of $1 billion up to,    .45% of assets in excess of $1 billion up to,
                                                     but not exceeding $3 billion;                    but not exceeding $3 billion;
                                     .40% of assets in excess of $3 billion up to,           .40% of assets in excess of $3 billion
                                                    but not exceeding $5 billion;
                                           .35% of assets in excess of $5 billion

California Municipal Portfolio                      .50% of the first $1 billion;                     .50% of the first $1 billion;
                                    .45% of assets in excess of $1 billion up to,   .45% of assets in excess of  $1 billion up to,
                                                    but not exceeding $3 billion;                    but not exceeding $3 billion;
                                    .40% of assets in excess of $3 billion up to,           .40% of assets in excess of  $3 billion
                                                    but not exceeding $5 billion;
                                           .35% of assets in excess of $5 billion

Diversified Municipal Portfolio                     .50% of the first $1 billion;                   .50% of the first $1 billion;
                                    .45% of assets in excess of $1 billion up to,     .45% of assets in excess of $1 billion up to,
                                                    but not exceeding $3 billion;                     but not exceeding $3 billion;
                                    .40% of assets in excess of $3 billion up to,            .40% of assets in excess of $3 billion
                                                    but not exceeding $5 billion;
                                           .35% of assets in excess of $5 billion

Intermediate Duration Portfolio                     .50% of the first $1 billion;                     .50% of the first $1 billion;
                                    .45% of assets in excess of $1 billion up to,    .45% of assets in excess of  $1 billion up to,
                                                    but not exceeding $3 billion;                     but not exceeding $3 billion;
                                    .40% of assets in excess of $3 billion up to,           .40% of assets in excess of  $3 billion
                                                    but not exceeding $5 billion;
                                           .35% of assets in excess of $5 billion

Tax-Managed International Portfolio                .925% of the first $1 billion;                    1.00% of the first $1 billion;
                                    .85% of assets in excess of $1 billion up to,    .90% of assets in excess of  $1 billion up to,
                                                    but not exceeding $4 billion;                     but not exceeding $4 billion;
                                    .80% of assets in excess of $4 billion up to,    .85% of assets in excess of  $4 billion up to,
                                                    but not exceeding $6 billion;                     but not exceeding $6 billion;
                                    .75% of assets in excess of $6 billion up to,           .75% of assets in excess of  $6 billion
                                                    but not exceeding $8 billion;
                                           .65% of assets in excess of $8 billion



- --------------------------------------------------------------------------------
84  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                                             NOVEMBER 29, 2005                        PREVIOUS ADVISORY FEE SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                
International Portfolio                         .925% of the first $1 billion;                        1.00% of the first $1 billion;
                                 .85% of assets in excess of $1 billion up to,        .90% of assets in excess of  $1 billion up to,
                                                 but not exceeding $4 billion;                         but not exceeding $4 billion;
                                 .80% of assets in excess of $4 billion up to,        .85% of assets in excess of  $4 billion up to,
                                                 but not exceeding $6 billion;                        but not  exceeding $6 billion;
                                 .75% of assets in excess of $6 billion up to,               .75% of assets in excess of  $6 billion
                                                 but not exceeding $8 billion;
                                        .65% of assets in excess of $8 billion

Emerging Markets Portfolio                     1.175% of the first $1 billion;                        1.25% of the first $1 billion;
                                1.05% of assets in excess of $1 billion up to,       1.125% of assets in excess of $1 billion up to,
                                                 but not exceeding $2 billion;                         but not exceeding $2 billion;
                                1.00% of assets in excess of $2 billion up to,               1.00% of assets in excess of $2 billion
                                                 but not exceeding $3 billion;
                                       0.90% of assets in excess of $3 billion


      For the Short Duration Plus, U.S. Government Short Duration, Short
      Duration California Municipal, Short Duration New York Municipal and Short
      Duration Diversified Municipal Portfolios, the Independent Directors
      determined to approve the continuation of the Investment Management
      Agreement, without change to these Portfolios' fee schedules, for an
      additional annual term.



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  85


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholders Report or the Financial Statements

SUMMARY OF SENIOR OFFICER'S EVALUATION OF INVESTMENT ADVISORY AGREEMENT(1)

      The following is a summary of the evaluation of the investment advisory
      agreement between Alliance Capital Management L.P. (the "Adviser") and the
      Sanford C. Bernstein Fund, Inc. (the "Fund")(2), prepared by Philip L.
      Kirstein, the Senior Officer, for the independent directors of the Fund,
      as required by the Assurance of Discontinuance between the New York State
      Attorney General and the Adviser. The Senior Officer's evaluation of the
      investment advisory agreement is not meant to diminish the responsibility
      or authority of the Board of Directors 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 which was provided to the independent
      directors in connection with their review of the proposed continuance of
      the investment advisory agreement. The Senior Officer's evaluation will
      consider the following factors:

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

      2.    Management 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 agreements, 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 Fund grows larger.

      6.    Nature and quality of the Adviser's services including the
            performance of the Fund.

FUNDS ADVISORY FEES AND EXPENSE RATIOS

      The table below describes the Portfolios' advisory fees pursuant to the
      Investment Advisory Agreement. The fees below reflect the additional
      breakpoints proposed by the Adviser at the Board of Directors meeting on
      September 28, 2005.



                                                                                          ADVISORY FEE BASED ON % OF
                                                                   PORTFOLIO               AVERAGE DAILY NET ASSETS
      -----------------------------------------------------------------------------------------------------------------
                                                                                               
      Tax-Managed International Portfolio                        First $1 billion                     1.00%
                                                                  Next $3 billion                     0.90%
                                                                  Next $2 billion                     0.85%
                                                                  Next $2 billion                     0.75%
                                                               Excess of $8 billion                   0.65%

      International Portfolio                                    First $1 billion                     1.00%
                                                                  Next $3 billion                     0.90%
                                                                  Next $2 billion                     0.85%
                                                                  Next $2 billion                     0.75%
                                                               Excess of $8 billion                   0.65%

      Emerging Markets Portfolio                                 First $1 billion                    1.250%
                                                                  Next $1 billion                    1.125%
                                                                  Next $1 billion                    1.000%
                                                               Excess of $3 billion                  0.900%


(1) It should be noted that the information in the fee summary was completed on
October 17, 2005 in accordance with the Assurance of Discontinuance between the
New York State Attorney General and the Adviser. It also should be noted that
references in the fee summary pertaining to performance and expense ratios refer
to the Advisor Class shares of the Fund. In addition, because the Fund's
September 30, 2005 annual financial statements had not yet been finalized,
references to "most recently completed fiscal year" or "most recent fiscal year"
in this report refer to the Fund's fiscal year end as of September 30, 2004.

(2) The Fund includes the Sanford C. Bernstein Tax-Managed International
Portfolio, Sanford C. Bernstein International Portfolio, Sanford C. Bernstein
Emerging Markets Portfolio, Sanford C. Bernstein U.S. Government Short Duration
Portfolio, Sanford C. Bernstein Short Duration Plus Portfolio, Sanford C.
Bernstein Intermediate Duration Portfolio, Sanford C. Bernstein Short Duration
California Municipal Portfolio, Sanford C. Bernstein Short Duration Diversified
Municipal Portfolio, Sanford C. Bernstein Short Duration New York Municipal
Portfolio, Sanford C. Bernstein California Municipal Portfolio, Sanford C.
Bernstein Diversified Municipal Portfolio, Sanford C. Bernstein New York
Municipal Portfolio (each a "Portfolio" and collectively the "Portfolios").
Future references to the various Portfolios in this report do not include
"Sanford C. Bernstein."


- --------------------------------------------------------------------------------
86  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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



                                                                                          ADVISORY FEE BASED ON % OF
                                                                   PORTFOLIO               AVERAGE DAILY NET ASSETS
      -----------------------------------------------------------------------------------------------------------------
                                                                                               
      U.S. Government Short Duration Portfolio                  First $250 million                   0.50%
                                                                 Next $500 million                   0.45%
                                                              Excess of $750 million                 0.40%

      Short Duration Plus Portfolio                             First $250 million                   0.50%
                                                                 Next $500 million                   0.45%
                                                              Excess of $750 million                 0.40%

      Intermediate Duration Portfolio                            First $1 billion                    0.50%
                                                                  Next $2 billion                    0.45%
                                                                  Next $2 billion                    0.40%
                                                               Excess of $5 billion                  0.35%

      Short Duration California Municipal Portfolio             First $250 million                   0.50%
                                                                 Next $500 million                   0.45%
                                                              Excess of $750 million                 0.40%

      Short Duration Diversified Municipal Portfolio            First $250 million                   0.50%
                                                                 Next $500 million                   0.45%
                                                              Excess of $750 million                 0.40%

      Short Duration New York Municipal Portfolio               First $250 million                   0.50%
                                                                 Next $500 million                   0.45%
                                                              Excess of $750 million                 0.40%

      California Municipal Portfolio                             First $1 billion                    0.50%
                                                                  Next $2 billion                    0.45%
                                                                  Next $2 billion                    0.40%
                                                               Excess of $5 billion                  0.35%

      Diversified Municipal Portfolio                            First $1 billion                    0.50%
                                                                  Next $2 billion                    0.45%
                                                                  Next $2 billion                    0.40%
                                                               Excess of $5 billion                  0.35%

      New York Municipal Portfolio                               First $1 billion                    0.50%
                                                                  Next $2 billion                    0.45%
                                                                  Next $2 billion                    0.40%
                                                               Excess of $5 billion                  0.35%


      The table below shows the Portfolios' expense ratios calculated from the
      beginning of the Portfolios' current fiscal year, October 1, 2004 through
      June 30, 2005.



                                                                   PORTFOLIO                     EXPENSE RATIO
      -----------------------------------------------------------------------------------------------------------------
                                                                                               
      Tax-Managed International Portfolio                           Advisor                           1.22%
                                                                    Class A                           1.54%
                                                                    Class B                           2.24%
                                                                    Class C                           2.25%



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  87


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)



                                                                     PORTFOLIO             EXPENSE RATIO
      --------------------------------------------------------------------------------------------------
                                                                                         
      International Portfolio                                         Advisor                  1.26%
                                                                      Class A                  1.59%
                                                                      Class B                  2.29%
                                                                      Class C                  2.29%

      Emerging Markets Portfolio                                      Advisor                  1.67%

      U.S. Government Short Duration Portfolio                        Advisor                  0.77%

      Short Duration Plus Portfolio                                   Advisor                  0.66%
                                                                      Class A                  1.00%
                                                                      Class B                  1.70%
                                                                      Class C                  1.70%

      Intermediate Duration Portfolio                                 Advisor                  0.60%

      Short Duration California Municipal Portfolio                   Advisor                  0.79%

      Short Duration Diversified Municipal Portfolio                  Advisor                  0.70%

      Short Duration New York Municipal Portfolio                     Advisor                  0.74%

      California Municipal Portfolio                                  Advisor                  0.64%
                                                                      Class A                  0.88%
                                                                      Class B                  1.58%
                                                                      Class C                  1.58%

      Diversified Municipal Portfolio                                 Advisor                  0.61%
                                                                      Class A                  0.86%
                                                                      Class B                  1.56%
                                                                      Class C                  1.56%

      New York Municipal Portfolio                                    Advisor                  0.63%
                                                                      Class A                  0.89%
                                                                      Class B                  1.59%
                                                                      Class C                  1.59%


I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

      The management fees charged to investment companies which the Adviser
      manages and sponsors is 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 Fund that are not
      provided to non-investment company clients 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 Fund's third party service providers
      such as Fund counsel, auditors, custodians, transfer agents and pricing
      services. The accounting, administrative, legal and compliance
      requirements for the Fund are more costly than those for institutional
      assets due to the greater complexities and time required for investment
      companies. In addition, managing the cash flow of an investment company
      may be more difficult than that of a stable pool of assets, such as an
      institutional account with little cash movement in either direction,
      particularly if a Portfolio is in net redemption and the Adviser is
      frequently forced to sell securities to raise cash for redemptions.
      However, managing a Portfolio with positive cash flow may be easier at
      times than managing a stable pool


- --------------------------------------------------------------------------------
88  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      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, it is worth considering information
      regarding the advisory fees charged to institutional accounts with
      substantially similar investment styles as the Portfolios.



                                                       NET ASSETS                    ALLIANCE INSTITUTIONAL
                PORTFOLIO                            08/31/05 ($MIL)                      FEE SCHEDULE
      -----------------------------------------------------------------------------------------------------------
                                                                          
      Tax-Managed International Portfolio                $5,828.3                   International Style Blend

                                                                                    80 bp on 1st $25 million

      International Portfolio                            $2,718.6                   65 bp on next $25 million
                                                                                    55 bp on next $50 million
                                                                                   45 bp on next $100 million
                                                                                      40 bp on the balance
                                                                                Minimum account size: $50 million

      Emerging Markets Portfolio                         $1,747.4                 Emerging Markets Style Blend
                                                                                    100 bp on 1st $50 million
                                                                                      80 bp on the balance
                                                                                Minimum account size: $50 million

      U.S. Government Short Duration Portfolio             $86.9                          Low Duration
                                                                                    40 bp on 1st $20 million
                                                                                    25 bp on next $80 million

      Short Duration Plus Portfolio                       $505.2                   20 bp on next $100 million
                                                                                      15 bp on the balance
                                                                                Minimum account size: $20 million

      Intermediate Duration Portfolio                    $3,369.8                        U.S. Core Plus
                                                                                    40 bp on 1st $20 million
                                                                                    25 bp on next $80 million
                                                                                   20 bp on next $100 million
                                                                                      15 bp on the balance
                                                                                Minimum account size: $20 million

      Short Duration California                            $63.0                    Short Duration Municipal
      Municipal Portfolio                                                           30 bp on 1st $20 million
                                                                                    20 bp on next $80 million

      Short Duration Diversified                          $256.7                   15 bp on next $150 million
      Municipal Portfolio                                                         12.5 bp on next $250 million
                                                                                      10 bp on the balance

      Short Duration New York Municipal Portfolio         $124.0                Minimum account size: $5 million

      California Municipal Portfolio                     $1,063.5                Intermediate Duration Municipal

      Diversified Municipal Portfolio                    $3,183.7                    50 bp on 1st $5 million
                                                                                   37.5 bp on next $15 million

      New York Municipal Portfolio                       $1,400.4                   25 bp on next $80 million
                                                                                     18.75 bp on the balance
                                                                                Minimum account size: $3 million



- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  89


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

      The Adviser manages the AllianceBernstein Mutual Funds, which are open-end
      investment companies. The advisory schedule of these funds, implemented in
      January 2004 as a result of the Assurance of Discontinuance between the
      New York State Attorney General and the Adviser, contemplates eight
      categories of the AllianceBernstein Mutual Funds with all
      AllianceBernstein funds in each category having the same advisory fee
      schedule. The Adviser charges the following fees for these funds:

               CATEGORY                                 ADVISORY FEE
      --------------------------------------------------------------------------
                Growth                           75 bp on 1st $2.5 billion
                                                65 bp on next $2.5 billion
                                                   60 bp on the balance

                 Value                           55 bp on 1st $2.5 billion
                                                45 bp on next $2.5 billion
                                                   40 bp on the balance

               Balanced                          55 bp on 1st $2.5 billion
                                                45 bp on next $2.5 billion
                                                   40 bp on the balance

                 Blend                           65 bp on 1st $2.5 billion
                                                55 bp on next $2.5 billion
                                                   50 bp on the balance

             International                       75 bp on 1st $2.5 billion
                                                65 bp on next $2.5 billion
                                                   60 bp on the balance

               Specialty                         75 bp on 1st $2.5 billion
                                                65 bp on next $2.5 billion
                                                   60 bp on the balance

              High Income                        50 bp on 1st $2.5 billion
                                                45 bp on next $2.5 billion
                                                   40 bp on the balance

            Low Risk Income                      45 bp on 1st $2.5 billion
                                                40 bp on next $2.5 billion
                                                   35 bp on the balance


- --------------------------------------------------------------------------------
90  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      Set forth below are what would have been the Portfolios' effective
      advisory fees at current net asset levels had the AllianceBernstein fee
      schedules been applied to the Portfolios as well as the contractual
      management fees of the Portfolios(3). In this regard, since there is no
      AllianceBernstein Emerging Markets category for the Emerging Markets
      Portfolio, the Specialty/International category fee schedule is applied to
      the Emerging Markets Portfolio.



                                                           ALLIANCEBERNSTEIN           FUND EFFECTIVE
      PORTFOLIO                                        EFFECTIVE ADVISORY FEE (%)     ADVISORY FEE (%)
      ------------------------------------------------------------------------------------------------
                                                                                     
      Tax-Managed International Portfolio                       0.686                      0.906

      International Portfolio                                   0.742                      0.940

      Emerging Markets Portfolio                                0.750                      1.204

      U.S. Government Short Duration Portfolio                  0.450                      0.500

      Short Duration Plus Portfolio                             0.450                      0.479

      Intermediate Duration Portfolio                           0.437                      0.481

      Short Duration California Municipal Portfolio             0.450                      0.500

      Short Duration Diversified Municipal Portfolio            0.450                      0.500

      Short Duration New York Municipal Portfolio               0.450                      0.500

      California Municipal Portfolio                            0.450                      0.498

      Diversified Municipal Portfolio                           0.439                      0.465

      New York Municipal Portfolio                              0.450                      0.486


      In all cases, the Portfolios' effective advisory fees are higher than what
      they would have been had the AllianceBernstein advisory fee schedules been
      applied to the Portfolios(4). The services the Adviser provides to the
      Portfolios are not substantially different from the investment services it
      provides to the other investment companies it manages. From the schedule
      alone, it is clear that the proposed advisory fees to be charged to the
      Portfolios are generally higher than the advisory fees charged by the
      Adviser to other investment companies which it manages.

      The Adviser also manages and sponsors retail mutual funds which are
      organized in jurisdictions outside the United States, generally
      Luxembourg, and sold to non-United States resident investors. The Adviser
      charges the following fees for these funds:

      ASSET CLASS                                               FEE(5)
      --------------------------------------------------------------------------
      Emerging Markets Value                                    0.98%

      Emerging Markets Growth                                   1.00%

      Global Growth                                             1.00%

      Fixed Income                                              0.65%

(3) The contractual effective management fees shown were provided by Lipper. See
footnote 8 for additional discussion.

(4) However, at certain asset levels, because the Short Duration Portfolios
(Short Duration Plus Portfolio, Short Duration California Municipal Portfolio,
Short Duration Diversified Municipal Portfolio and Short Duration New York
Municipal Portfolio) reach their breakpoints at lower asset levels than mandates
with the AllianceBernstein fee schedule, the effective advisory fee for the
Short Duration Portfolios is lower at certain asset levels than the
corresponding AllianceBernstein fund.

(5) The fees charged to the funds include a 0.10% fee for administrative
services provided by the Adviser or its affiliates.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  91


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

      The offshore Global Wealth Strategies funds have an "all-in" fee which
      includes the investment advisory fee and distribution related fees. None
      of these off-shore funds have breakpoints in the advisory fee schedule.
      The "all-in" fee schedule for the Class A shares of these funds are:

      FUND                                            FEE
      -------------------------------------------------------------------------
      Global Equity Blend                            1.70%

      Global Balanced                                1.50%

      Global Conservative                            1.25%

      The Adviser provides sub-advisory investment services to certain other
      investment companies managed by other fund families whose investment
      styles are similar to the Portfolios. Set forth below are the different
      fee schedules that the Adviser has in place with the various sub-advisory
      relationships.



      PORTFOLIO                                                   FEE SCHEDULE
      ---------------------------------------------------------------------------------
                                                      
      International Portfolio                              0.65% on first $75 million
                                                            0.50% on next $25 million
                                                           0.40% on next $200 million
                                                           0.35% on next $450 million
                                                              0.30% on the balance

      International Portfolio6                            0.60% on the first $1 billion
                                                         0.55% on the next $500 million
                                                         0.50% on the next $500 million
                                                         0.45% on the next $500 million
                                                              0.40% on the balance

      International Portfolio                            0.50% on the first $50 million
                                                              0.40% on the balance

      International Portfolio                                         0.50%

      International Portfolio                                         0.30%

      International Portfolio                                     Base fee of
                                                         0.22% on the first $1 billion
                                                           0.18% on next $1.5 billion
                                                                0.16% thereafter
                                                             Plus Performance Fee(7)

      Emerging Markets Portfolio                                      0.90%

      U.S. Government Short Duration Portfolio(6)        0.30% on the first $500 million
                                                         0.25% on the next $500 million
                                                         0.20% on the next $500 million
                                                         0.15% on the next $1.5 billion
                                                              0.12% on the balance


(6) This is the fee schedule of a fund managed by an affiliate of the Adviser.

(7) The additional performance fee is calculated by multiplying the Base Fee
during the period by an adjustment factor that considers the excess performance
of the fund over its benchmark, the Morgan Stanley Capital International All
World Index Excluding US (ACWI ex US) over a 60 month rolling period. The fund's
annualized effective advisory fee rate over the most recent four quarterly
payments, including base fee plus performance fee, is 0.23%.


- --------------------------------------------------------------------------------
92  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      It is fair to note that the services the Adviser provides pursuant to
      sub-advisory agreements are generally confined to the services related to
      the investment process; in other words, they are not as comprehensive as
      the services provided to the Portfolios by the Adviser. In addition, to
      the extent that certain of these sub-advisory relationships are with
      affiliates of the Adviser, the fee schedules may not reflect arms-length
      bargaining or negotiations.

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

      Lipper, Inc., an analytical service that is not affiliated with the
      Adviser, compared the fees charged to the Portfolios with fees charged to
      other investment companies for similar services by other investment
      advisers. Lipper's analysis included the Portfolios' ranking with respect
      to the proposed management fees relative to the Lipper group medians at
      the approximate current asset levels of the Portfolios(8). It should be
      noted that at the request of the Senior Officer and Adviser, to obtain an
      expense group with a sufficient number of similar sized funds, front-end
      load, no-load and institutional funds were considered for inclusion in
      Lipper's Expense Group(9).

      
      
                                                          EFFECTIVE        LIPPER
                                                          MANAGEMENT        GROUP
      PORTFOLIO                                             FEE (%)        MEDIAN (%)     RANK
      ----------------------------------------------------------------------------------------
                                                                                 
      Tax-Managed International Portfolio                   0.906            0.879        9/15

      International Portfolio                               0.940            0.900        9/15

      Emerging Markets Portfolio                            1.204            1.110        6/10

      U.S. Government Short Duration Portfolio              0.500            0.483        10/17

      Short Duration Plus Portfolio                         0.479            0.479        8/15

      Intermediate Duration Portfolio                       0.481            0.461        7/13

      Short Duration California Municipal Portfolio(10)     0.500            0.562        4/10

      Short Duration Diversified Municipal Portfolio        0.500            0.482        7/10

      Short Duration New York Municipal Portfolio           0.500            0.483        7/11

      California Municipal Portfolio(11)                    0.498            0.596        4/15

      Diversified Municipal Portfolio(12)                   0.465            0.452        7/12

      New York Municipal Portfolio                          0.486            0.500         4/9


(8) The "effective 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" means that the Portfolio has the lowest effective fee rate in the Lipper
peer group.

(9) Lipper's methodology uses the following criteria in screening funds to be
included in each Portfolio's expense group: fund type, investment
classification/objective, load type and similar 12b-1/non-12b-1 service fees,
asset (size) comparability, and expense components and attributes. An expense
group will typically consist of seven to twenty funds.

(10) The Portfolio's Lipper Expense Group includes seven other California
short-intermediate municipal debt funds and two "other states"
short-intermediate municipal debt funds as classified by Lipper. Without the
"other states" short-intermediate municipal debt funds, the Lipper Expense Group
would have had an effective management fee median of 0.563 and the Portfolio
would have an effective management fee ranking of 4/8.

(11) The Portfolio's Lipper Expense Group includes five other California
intermediate municipal debt funds and nine "other states" intermediate municipal
debt funds as classified by Lipper. Without the "other states" intermediate
municipal debt funds, the Lipper Expense Group would have had an effective
management fee median of 0.498 and the Portfolio would have an effective
management fee ranking of 3/6.

(12) The Portfolio's Lipper Expense Group includes 9 other intermediate
municipal debt funds and two short-intermediate municipal debt funds as
classified by Lipper. Without the two short-intermediate municipal debt funds,
the Lipper Expense Group would have had an effective management fee median of
0.481 and the Portfolio would have an effective management fee ranking of 4/10.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  93


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

      Lipper also analyzed the expense ratios of each Portfolio in comparison to
      its Lipper Expense Group and Lipper Expense Universe13. Lipper describes a
      Lipper Expense Group as a representative sample of comparable funds and a
      Lipper Expense Universe as a broader group, consisting of all funds in the
      same investment classification/objective with a similar load type as the
      subject Portfolio. The results of that analysis are set forth below:



                                                          EXPENSE        LIPPER       LIPPER      LIPPER      LIPPER
                                                          RATIO(14)     UNIVERSE     UNIVERSE      GROUP       GROUP
      PORTFOLIO                                              (%)       MEDIAN (%)      RANK      MEDIAN (%)    RANK
      --------------------------------------------------------------------------------------------------------------
                                                                                                
      Tax-Managed International Portfolio                   1.245        1.612        47/219       1.205       9/15

      International Portfolio                               1.280        1.612        56/219       1.205       9/15

      Emerging Markets Portfolio                            1.720        1.998        48/156       1.475       9/10

      U.S. Government Short Duration Portfolio              0.781        0.808         30/72       0.781       9/17

      Short Duration Plus Portfolio                         0.683        0.871        58/190       0.804       6/15

      Intermediate Duration Portfolio                       0.613        0.900        76/395       0.615       6/13

      Short Duration California Municipal Portfolio(15)     0.781        0.753         13/23       0.734       6/10

      Short Duration Diversified Municipal Portfolio        0.691        0.735         26/61       0.646       6/10

      Short Duration New York Municipal Portfolio           0.735        0.741         29/60       0.747       5/11

      California Municipal Portfolio(16)                    0.645        0.894        34/230       0.766       2/15

      Diversified Municipal Portfolio(17)                   0.611        0.835        39/180       0.706       4/12

      New York Municipal Portfolio(18)                      0.636        0.954         4/38        0.735       2/10


      Based on this analysis, except for Emerging Markets Portfolio and Short
      Duration California Municipal Portfolio, which have a more favorable
      ranking for management fees compared to total expense ratio, and
      Tax-Managed International Portfolio and International Portfolio which have
      equally favorable rankings, the Portfolios have a more favorable ranking
      on total expense ratio basis than they do on a management fee basis.

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

      Members of the Adviser's Controller's Office presented to the Board of
      Directors the Adviser's revenue and expenses associated with providing
      services to the Portfolios. The presentation included an update on the
      Adviser's work with an independent consultant to align the Adviser's two
      profitability systems. The alignment, which now is complete, produces
      profitability information at the Portfolio level which reflects the
      Adviser's management reporting approach. See discussion below in Section
      IV.

(13) Except for asset (size) comparability and load type, Lipper uses the same
criteria for selecting an Expense Group when selecting an Expense Universe.
Unlike an Expense Group, an Expense Universe allows for the same adviser to be
represented by more than just one fund. For each Lipper Expense Universe Lipper
included each Portfolio and all of the funds of the same Lipper
Classification/Objective, regardless of asset size or primary channel of
distribution.

(14) Most recent fiscal year end Advisor Class share expense ratios.

(15) The Portfolio's Lipper Expense Group includes seven other California
short-intermediate municipal debt funds and two "other states"
short-intermediate municipal debt funds as classified by Lipper. Without the
"other states" short-intermediate municipal debt funds, the Lipper Expense Group
would have had a total expense ratio median of 0.695 and the Portfolio would
have a total expense ratio ranking of 5/8.

(16) The Portfolio's Lipper Expense Group includes five other California
intermediate municipal debt funds and nine "other states" intermediate municipal
debt funds as classified by Lipper. Without the "other states" intermediate
municipal debt funds, the Lipper Expense Group would have had a total expense
ratio median of 0.712 and the Portfolio would have a total expense ratio ranking
of 2/6.

(17) The Portfolio's Lipper Expense Group includes 9 other intermediate
municipal debt funds and two short-intermediate municipal debt funds as
classified by Lipper. Without the two short-intermediate municipal debt funds,
the Lipper Expense Group would have had a total expense ratio median of 0.676
and the Portfolio would have a total expense ratio ranking of 4/10.

(18) The number of funds used in Lipper's group ranking for management fees is
one less than the number of funds used in Lipper's group ranking for total
expenses. According to Lipper, the excluded fund's contractual management fee
cannot be computed because of its breakpoint gross income component.


- --------------------------------------------------------------------------------
94  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

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

      The profitability information for the Portfolios prepared by the Adviser
      for the Board of Directors was reviewed by the Senior Officer. Based on
      the information provided, except for the Short-Term Municipal Income
      Portfolios, the Adviser's profitability from providing investment advisory
      services to the Portfolios decreased during calendar 2004 relative to
      2003.

      The Portfolios have a Shareholder Servicing Agreement with the Adviser
      where the Adviser pays expenses it incurs in providing shareholder
      servicing to the Portfolios. Under the Shareholder Servicing Agreement,
      except for Tax-Managed International Portfolio, International Portfolio
      and Emerging Markets Portfolio, which pays 0.25%, the Portfolios pay the
      Adviser 0.10% of the Portfolio's daily average net assets. Set forth below
      are the fees paid by the Portfolios under the Shareholder Servicing
      Agreement in the Portfolios most recently completed fiscal year.

                                                           SHAREHOLDER SERVING
      PORTFOLIO                                               AGREEMENT FEE
      --------------------------------------------------------------------------
      Tax-Managed International Portfolio                      $10,517,391

      International Portfolio                                  $ 5,113,991

      Emerging Markets Portfolio                               $ 2,877,256

      U.S. Government Short Duration Portfolio                 $   101,774

      Short Duration Plus Portfolio                            $   411,043

      Intermediate Duration Portfolio                          $ 2,612,933

      Short Duration California Municipal Portfolio            $    77,177

      Short Duration Diversified Municipal Portfolio           $   240,126

      Short Duration New York Municipal Portfolio              $   123,457

      California Municipal Portfolio                           $   752,374

      Diversified Municipal Portfolio                          $ 2,261,248

      New York Municipal Portfolio                             $ 1,055,386

      In addition to the Adviser's direct profits from managing the Fund,
      certain of the Adviser's affiliates have business relationships with the
      Fund and may earn a profit from providing other services to the Fund. The
      courts have referred to this type of business opportunity as "fall-out
      benefits" to the Adviser and indicated that they should be factored into
      the evaluation of the total relationship between the Fund and the Adviser.
      Neither case law nor common business practice precludes the Adviser's
      affiliates from earning a reasonable profit on this type of relationship.
      These affiliates provide transfer agent, distribution, and brokerage
      related services to the Fund and receive transfer agent fees, Rule 12b-1
      payments, front-end sales loads, contingent deferred sales charges
      ("CDSC") and commissions for providing brokerage services. In addition,
      the Adviser benefits from soft dollar arrangements which offset expenses
      the Adviser would otherwise incur. Additional information regarding the
      distribution related fees of the Retail Classes can be found in Retail
      Class prospectuses of the Portfolios.

      The Adviser's affiliate, AllianceBernstein Investment Research and
      Management, Inc. ("ABIRM"), is the Portfolios' principal underwriter.
      ABIRM and the Adviser have disclosed in the prospectuses of the Retail
      Class shares that they may make payments(19) from their own resources, in
      addition to resources derived from sales loads and Rule 12b-1 fees, to
      firms that sell shares of the Portfolios. In 2004, ABIRM paid
      approximately 0.04% of the average monthly assets of the Retail Classes of
      the mutual funds it manages for distribution services and educational
      support. For 2005, it is anticipated, ABIRM will pay approximately 0.04%
      of the average monthly assets of the Retail Classes of the Portfolios for
      such purposes.

(19) The total amount paid to the financial intermediary in connection with the
sale of shares will generally not exceed the sum of (a) 0.25% of the current
year's Fund sales by that firm and (b) 0.10% of the average daily net assets
attributable to that firm over the year.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  95


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

      After payments to third party intermediaries, ABIRM retained the following
      amounts in Class A front-end load sales charges from sales associated with
      each Portfolio's most recent fiscal year.

      PORTFOLIO(20)                                             AMOUNT RECEIVED
      -------------------------------------------------------------------------
      Tax-Managed International Portfolio                          $ 2,693

      International Portfolio                                      $ 1,530

      Short Duration Plus Portfolio                                $17,025

      California Municipal Portfolio                               $ 5,418

      Diversified Municipal Portfolio                              $18,508

      New York Municipal Portfolio                                 $ 9,701

      ABIRM received the amounts set forth below in Rule 12b-1 fees and CDSC for
      each of the following Portfolios during the most recent fiscal year.

      PORTFOLIO                              12B-1 FEE RECEIVED   CDSC RECEIVED
      --------------------------------------------------------------------------
      Tax-Managed International Portfolio       $      957         $    8,330

      International Portfolio                   $   24,010         $      282

      Short Duration Plus Portfolio             $1,002,662         $  196,528

      California Municipal Portfolio            $  933,919         $  125,577

      Diversified Municipal Portfolio           $2,462,472         $  359,297

      New York Municipal Portfolio              $1,414,168         $  185,125

      Fees and reimbursements for out of pocket expenses charged by Alliance
      Global Investor Services, Inc. ("AGIS"), the affiliated transfer agent,
      are based on the level of the network account and the class of share held
      by the account. AGIS also receives a fee per shareholder sub-account for
      each account maintained by an intermediary on an omnibus basis. AGIS'
      after-tax profitability decreased in 2004 in comparison to 2003.

      Certain of the Portfolios effected brokerage transactions through the
      Adviser's affiliate, Sanford C. Bernstein & Co. LLC ("SCB"), and paid
      commissions during the Fund's recent fiscal year. The Adviser represented
      that SCB's profitability from business conducted with these Portfolios is
      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, including the Portfolios. These credits and
      charges are not being passed on to any SCB client.

V. POSSIBLE ECONOMIES OF SCALE

      The Adviser has indicated that the breakpoints in the fee schedule in the
      Investment Advisory Agreement reflect a sharing of economies of scale to
      the extent the breakpoints are reached. 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

(20) There are no Retail Class shares (A, B, C and R) for Emerging Markets
Portfolio, U.S. Government Short Duration Portfolio, Intermediate Duration
Portfolio, Short Duration California Municipal Portfolio, Short Duration
Diversified Municipal Portfolio and Short Duration New York Municipal Portfolio.


- --------------------------------------------------------------------------------
96  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      company has increased over time, and advisory firms have made such
      investments in their business to provide improved services, there may be a
      sharing of economies of scale without a reduction in advisory fees.

      An independent consultant made a presentation to the Board of Directors
      and the Senior Officer regarding possible economies of scale or scope in
      the mutual fund industry. Based on the presentation, it was evident that
      fund management companies benefit from economies of scale. However, due to
      lack of cost data, researchers had to infer facts about the costs from the
      behavior of fund expenses; there was a lack of consensus among researchers
      as to whether economies of scale were being passed on to the shareholders.
      It is contemplated that additional work will be performed to determine if
      the benefits of economies of scale or scope are being passed to
      shareholders by the Adviser. In the meantime, it is clear that to the
      extent that a Portfolio's assets exceed the initial breakpoint its
      shareholders benefit from a lower fee rate.

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

      With assets under management of $516 billion as of June 30, 2005, the
      Adviser has the investment experience to manage and provide non-investment
      services (described in Section II) to the Fund.

      The information prepared by Lipper showed the 1, 3, 5 and 10 year
      performance ranking of the Portfolios21 as of June 30, 2005 relative to
      its Lipper Performance Group22 and Lipper Performance Universe23. It
      should be noted that the duration of the fixed income Portfolios is
      shorter than the implied duration of the Portfolios' peer category. For
      example, the Intermediate Duration Portfolios have a 5 year average
      maturity, which generally translates to a duration of about 4 years, while
      the peer category is typically defined as having a maturity of anywhere
      from 5 to 10 years. The Short Duration

      TAX-MANAGED INTERNATIONAL PORTFOLIO                  GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               10/15       177/275
      3 year                                                9/15        78/221
      5 year                                                7/12        33/163
      10 year                                               4/7         13/54

      INTERNATIONAL PORTFOLIO                              GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               10/15       174/275
      3 year                                               8/15        66/221
      5 year                                               7/12        30/163

      EMERGING MARKETS PORTFOLIO                           GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               1/10         2/183
      3 year                                               1/10         4/159
      5 year                                                1/9         6/114

      U.S. GOVERNMENT SHORT DURATION PORTFOLIO             GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               9/17         48/82
      3 year                                               9/16         36/74
      5 year                                               9/15         35/65
      10 year                                              7/11         41/50

      SHORT DURATION PLUS PORTFOLIO                        GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               11/14       161/206
      3 year                                               5/12        77/134
      5 year                                               5/12        66/104
      10 year                                              5/11         32/58

(21) The performance rankings are for the Advisor Class shares of the
Portfolios.

(22) The Lipper Performance Group is identical to the Lipper Expense Group.

(23) For each Lipper Performance Universe, Lipper included each Portfolio and
all of the funds of the same Lipper Classification/Objective, regardless of
asset size or primary channel of distribution.


- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  97


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

      INTERMEDIATE DURATION PORTFOLIO                      GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               7/13        261/445
      3 year                                               7/13        167/387
      5 year                                               11/12       234/273
      10 year                                               6/9        113/135

      SHORT DURATION CALIFORNIA MUNICIPAL PORTFOLIO        GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                                8/8         17/17
      3 year                                                8/8         12/12
      5 year                                                8/8         12/12
      10 year                                               6/6          7/7

      SHORT DURATION DIVERSIFIED MUNICIPAL PORTFOLIO       GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               8/10         42/64
      3 year                                                6/8         30/45
      5 year                                                5/6         24/35
      10 year                                               4/5         17/25

      SHORT DURATION NEW YORK MUNICIPAL PORTFOLIO          GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               7/11         35/64
      3 year                                                6/8         26/45
      5 year                                                5/6         25/35
      10 year                                               4/5         18/25

      CALIFORNIA MUNICIPAL PORTFOLIO                       GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                                5/6         29/45
      3 year                                                5/6         23/35
      5 year                                                6/6         29/29
      10 year                                               6/6         14/14

      DIVERSIFIED MUNICIPAL PORTFOLIO                      GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               9/10        117/150
      3 year                                                8/9        104/125
      5 year                                                8/9         93/95
      10 year                                               7/9         61/69

      NEW YORK MUNICIPAL PORTFOLIO                         GROUP      UNIVERSE
      --------------------------------------------------------------------------
      1 year                                               9/10         27/37
      3 year                                               9/10         20/27
      5 year                                               10/10        17/18
      10 year                                               7/7         13/14

(24) The performance returns are for the Advisor Class shares of the Portfolios.

(25) The Adviser provided Portfolio and benchmark performance return information
for periods through June 30, 2005 in order to maintain consistency with Lipper's
performance rankings in the analysis.


- --------------------------------------------------------------------------------
98  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      Portfolios have a duration of 2 years while the short-term category
      includes funds with a duration of up to 5 years. These differences may
      have a substantial impact on the performance of the Portfolios depending
      on the movement of short and long term interest rates.

      Set forth below are the 1, 3, 5, 10 year and since inception performance
      returns of the Portfolios (in bold) (24) versus its benchmarks(25)



                                                                           PERIODS ENDING JUNE 30, 2005
                                                                              ANNUALIZED PERFORMANCE
      ---------------------------------------------------------------------------------------------------------------------------
      FUNDS                                               1 YEAR          3 YEAR         5 YEAR      10 YEAR      SINCE INCEPTION
      ---------------------------------------------------------------------------------------------------------------------------
                                                                                                         
      Tax Managed International Portfolio                  12.30           11.53          3.93        8.91              8.95
      MSCI EAFE                                            14.13           12.51          -0.17       5.57              7.24

      International Portfolio                              12.28           11.89          4.16         n/a              5.30
      MSCI EAFE                                            14.13           12.51          -0.17        n/a              2.26

      Emerging Markets Portfolio                           47.92           34.44          16.40        n/a              7.79
      MSCI Emerging Markets                                34.89           24.42          7.68         n/a              4.73

      U.S. Government Short Duration Portfolio             1.84            2.09           4.13        4.54              5.53
      Merrill Lynch 1-3 Yr. Treasury Index                 1.87            2.33           4.49        5.12              6.17

      Short Duration Plus Portfolio                        1.95            2.55           4.32        4.83              5.85
      Merrill Lynch 1-3 Yr. Treasury Index                 1.87            2.33           4.49        5.12              6.19

      Intermediate Duration Portfolio                      6.47            5.86           6.30        5.94              7.27
      Lehman Brothers Aggregate Bond Index                 6.80            5.76           7.40        6.83              7.97

      Short Duration California Municipal Portfolio        1.33            1.38           2.52        3.08              3.26
      Lehman Brothers 1 Yr. Municipal Index                1.51            1.72           3.20        3.79              3.93

      Short Duration Diversified Municipal Portfolio       1.66            1.64           3.00        3.36              3.55
      Lehman Brothers 1 Yr. Municipal Index                1.51            1.72           3.20        3.79              3.93

      Short Duration New York Portfolio                    1.84            1.65           2.79        3.17              3.34
      Lehman Brothers 1 Yr. Municipal Index                1.51            1.72           3.20        3.79              3.93

      California Municipal Portfolio                       4.63            3.46           4.57        4.70              5.40
      Lehman Brothers 5 Yr. G/O Index                      4.49            4.02           5.53        5.27              5.97

      Diversified Municipal Portfolio                      4.50            3.66           4.97        4.84              5.60
      Lehman Brothers 5 Yr. G/O Index                      4.49            4.02           5.53        5.27              6.05

      New York Municipal Portfolio                         4.81            3.79           4.92        4.82              5.64
      Lehman Brothers 5 Yr. G/O Index                      4.49            4.02           5.53        5.27              6.05


      Set forth below are the 1, 3, 5, 10 year and since inception performance
      returns of the Portfolios (in bold)24 versus its benchmarks25.

VII. CONCLUSION

      Based on the factors discussed above my conclusion is that the proposed
      fee for each of the fixed income Portfolios is reasonable and within the
      range of what would have been negotiated at arms-length in light of all
      the surrounding circumstances. This conclusion in respect of each
      Portfolio is based on my evaluation of all of the factors that I
      considered and no single factor was dispositive.

      With respect to the International, Tax-Managed International and Emerging
      Markets Portfolios, I recommend the directors modify the advisory fee
      schedule for these Portfolios. Although the performances of the equity
      Portfolios are more than adequate relative to the Lipper comparisons and
      the benchmarks, and most notably in the case of the Emerging Markets
      Portfolio, where it is quite exceptional, the effective advisory fees of
      the Portfolios are higher than the Lipper Group Medians. Furthermore, the
      effective advisory fees are higher than what the effective advisory fees
      would have been had the AllianceBernstein advisory fee schedules been
      applied to the Portfolios.

      The Directors may want to consider reaching a lower effective advisory fee
      by a variety of ways including: combining some or all of the Portfolios
      for purposes of calculating the advisory fee, reducing the initial rate of
      the advisory fee, reducing the asset levels to reach subsequent
      breakpoints or adding additional breakpoints at assets levels that the
      Portfolio (or Portfolios on a combined basis) have reached.

      Dated: November 29, 2005

(24)  The performance returns are for the Advisor Class shares of the
      Portfolios.

(25)  The Adviser provided Portfolio and benchmark performance return
      information for periods through June 30, 2005 in order to maintain
      consistency with Lipper's performance rankings in the analysis.

- --------------------------------------------------------------------------------
                                                      2006 Semiannual Report  99


- --------------------------------------------------------------------------------
Results of Shareholders Meeting
Unaudited

The Annual Meeting of Stockholders of Sanford C. Bernstein Fund II (the "Fund")
was held on December 6, 2005. The Meeting was originally scheduled to be held on
November 15, 2005, however an insufficient number of votes had been received as
of November 15, 2005 to constitute a quorum and the Meeting was therefore
adjourned until December 6, 2005 in order to permit for additional time for the
solicitation of proxies. At the December 6, 2005 Meeting, with respect to the
first item of business, the election of Directors, the second item of business,
the amendment and restatement of the Fund's charter, and the third item of
business, the amendment, elimination or reclassification as non-fundamental of
certain investment restrictions, the required number of outstanding shares were
voted in favor of each proposal, and the proposals were approved. A description
of each proposal and number of shares voted at the Meetings are as follows (the
proposal numbers shown below correspond to the proposal numbers in the Fund's
proxy statement):

      1.    The election of the Directors, each such Director to serve a term of
            an indefinite duration and until his or her successor is duly
            elected and qualifies.

                                                                 WITHHELD
                                             VOTED FOR          AUTHORITY
      --------------------------------------------------------------------------
      Ruth Block                             23,097,366          162,045

      David H. Dievler                       23,097,366          162,045

      John H. Dobkin                         23,097,366          162,045

      Michael J. Downey                      23,097,366          162,045

      William H. Foulk, Jr.                  23,097,366          162,045

      D. James Guzy                          23,097,366          162,045

      Mark O. Mayer                          23,097,366          162,045

      Marshall C. Turner, Jr.                23,097,366          162,045



      2.    The amendment and restatement of the Charter.                                       VOTED               BROKER
                                                              VOTED FOR        AGAINST        ABSTAINED           NON-VOTES
                                                             --------------------------------------------------------------
                                                                                                          
                                                             23,097,366           0            162,045                0


      3.    The amendment, elimination, or reclassification as non-fundamental,
            of the fundamental investment restrictions regarding:



                                                                                                VOTED               BROKER
                                                              VOTED FOR        AGAINST        ABSTAINED           NON-VOTES
                                                             --------------------------------------------------------------
                                                                                                         
3.A   Diversification                                        23,097,366            0          162,045                0

3.B   Issuing Senior Securities
      and Borrowing Money                                    22,845,179            0          414,232                0

3.C   Underwriting Securities                                22,845,179            0          414,232                0

3.D   Concentration of Investments                           22,660,996            0          598,415                0

3.E   Real Estate and Companies
      That Deal In Real Estate                               23,097,366            0          162,045                0

3.F   Commodity Contracts and
      Futures Contracts                                      22,913,183            0          346,228                0

3.G   Loans                                                  22,845,179            0          414,232                0

3.H   Pledging, Hypothecating, Mortgaging,
      or Otherwise Encumbering Assets                        23,097,366            0          162,045                0

3.K   Other Investment Companies                             21,750,479       1,346,887       162,045                0



- --------------------------------------------------------------------------------
100  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

================================================================================
BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
    William H. Foulk, Jr.*
    Chairman

    Marc O. Mayer
    President

    Ruth Block*

    David H. Dievler*

    John H. Dobkin*

    Michael J. Downey*

    D. James Guzy*

    Marshall C. Turner, Jr.*

================================================================================
OFFICERS
- --------------------------------------------------------------------------------

    Philip L. Kirstein
    Senior Vice President and
    Independent Compliance Officer

    Shawn Keegan
    Vice President

    Joran Laird
    Vice President

    Alison M. Martier
    Vice President

    Jeffrey Phlegar
    Vice President

    Greg Wilensky
    Vice President

    Mark D. Gersten
    Treasurer and Chief Financial Officer

    Vincent S. Noto
    Controller

    Emilie D. Wrapp
    Secretary

================================================================================
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

    PricewaterhouseCoopers LLP
    300 Madison Avenue
    New York, New York 10017

================================================================================
LEGAL COUNSEL
- --------------------------------------------------------------------------------

    Willkie Farr & Gallagher LLP
    787 Seventh Avenue
    New York, New York 10019

================================================================================
CUSTODIAN AND TRANSFER AGENT
- --------------------------------------------------------------------------------

    State Street Bank and Trust Company
    One Lincoln Street
    Boston, Massachusetts 02111

================================================================================
INVESTMENT ADVISER
- --------------------------------------------------------------------------------

    AllianceBernstein L.P.
    1345 Avenue of the Americas
    New York, New York 10105

* Member of the Audit Committee, the Independent Directors Committee and the
Governance and Nominating Committee.


- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  101


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

Bernstein Intermediate Duration Institutional Portfolio
Board's Consideration of Investment Management Arrangements

      The Fund's disinterested directors (the "directors") unanimously approved
      the continuance of the Advisory Agreement between the Fund and the Adviser
      at a meeting held on December 14, 2005. Bernstein Intermediate Duration
      Institutional Portfolio is the Fund's sole portfolio and is sometimes
      referred to as the "Fund" in this section.

      In preparation for the meeting, the directors had requested from the
      Adviser and evaluated extensive materials, including performance and
      expense information for other investment companies with similar investment
      objectives derived from data compiled by Lipper Inc. ("Lipper"), which is
      not affiliated with the Adviser. The directors also reviewed an
      independent evaluation from the Fund's Senior Officer (who is also the
      Fund's Independent Compliance Officer) of the reasonableness of the
      advisory fees in the Fund's Advisory Agreement (as contemplated by the
      September 2004 Assurance of Discontinuance between the Adviser and the New
      York Attorney General) wherein the Senior Officer concluded that such fees
      were reasonable. In addition, the directors received a presentation from
      the Adviser and had an opportunity to ask representatives of the Adviser
      various questions relevant to the proposed approval. The directors noted
      that the Senior Officer's evaluation considered the following factors:
      management fees charged to institutional and other clients of the Adviser
      for like services; management fees charged by other mutual fund companies
      for like services; cost to the Adviser and its affiliates of supplying
      services pursuant to the Advisory Agreement, excluding any intra-corporate
      profit; profit margins of the Adviser and its affiliates from supplying
      such services; possible economies of scale as the Fund grows larger; and
      nature and quality of the Adviser's services including the performance of
      the Fund.

      Prior to voting, the directors reviewed the proposed continuance of the
      Advisory Agreement with management and with experienced counsel who are
      independent of the Adviser and received a memorandum from such counsel
      discussing the legal standards for their consideration of the proposed
      continuance. The directors also discussed the proposed continuance in four
      private sessions at which only the directors, their independent counsel
      and the Fund's Independent Compliance Officer were present. In reaching
      their determinations relating to continuance of the Advisory Agreement,
      the directors considered all factors they believed relevant, including the
      following:

      1.    information comparing the performance of the Fund to other
            investment companies with similar investment objectives and to an
            index;

      2.    the nature, extent and quality of investment, compliance,
            administrative and other services rendered by the Adviser;

      3.    payments received by the Adviser from all sources in respect of the
            Fund and all investment companies in the AllianceBernstein Funds
            complex;

      4.    the costs borne by, and profitability of, the Adviser and its
            affiliates in providing services to the Fund and to all investment
            companies in the AllianceBernstein Funds complex;

      5.    comparative fee and expense data for the Fund and other investment
            companies with similar investment objectives;

      6.    the extent to which economies of scale would be realized to the
            extent the Fund grows and whether fee levels reflect these economies
            of scale for the benefit of investors;

      7.    the Adviser's policies and practices regarding allocation of
            portfolio transactions of the Fund;

      8.    portfolio turnover rates for the Fund compared to other investment
            companies with similar investment objectives;

      9.    fall-out benefits which the Adviser and its affiliates receive from
            their relationships with the Fund;

      10.   information about fees charged by the Adviser to other clients with
            a substantially similar investment style as the Fund;

      11.   the Senior Officer's evaluation of the reasonableness of the fee
            payable to the Adviser in the Advisory Agreement;

      12.   the professional experience and qualifications of the Fund's
            portfolio management team and other senior personnel of the Adviser;
            and

      13.   the terms of the Advisory Agreement.


- --------------------------------------------------------------------------------
102  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      The directors also considered their knowledge of the nature and quality of
      the services provided by the Adviser to the Fund gained from their
      experience as directors or trustees of most of the registered investment
      companies advised by the Adviser, their overall confidence in the
      Adviser's integrity and competence they have gained from that experience
      and the Adviser's responsiveness to concerns raised by them in the past,
      including the Adviser's willingness to consider and implement
      organizational and operational changes designed to improve investment
      results and the services provided to the AllianceBernstein Funds.

      In their deliberations, the directors did not identify any particular
      information that was all-important or controlling, and the directors
      attributed different weights to the various factors.

      The directors determined that the overall arrangements between the Fund
      and the Adviser, as provided in the Advisory Agreement, were fair and
      reasonable in light of the services performed, expenses incurred and such
      other matters as the directors considered relevant in the exercise of
      their business judgment.

      The material factors and conclusions that formed the basis for the
      directors' reaching their determinations to approve the continuance of the
      Advisory Agreement (including their determinations that the Adviser should
      continue to be the investment adviser for the Fund, and that the fees
      payable to the Adviser pursuant to the Advisory Agreement are appropriate)
      were separately discussed by the directors.

Nature, extent and quality of services provided by the Adviser

      The directors noted that, under the Advisory Agreement, the Adviser,
      subject to the oversight of the directors, administers the Fund's business
      and other affairs. The Adviser manages the investment of the assets of the
      Fund, including making purchases and sales of portfolio securities
      consistent with the Fund's investment objective and policies. Under the
      Advisory Agreement, the Adviser also provides the Fund with such office
      space, administrative and other services (exclusive of, and in addition
      to, any such services provided by any others retained by the Fund) and
      executive and other personnel as are necessary for the Fund's operations.
      The Adviser pays all of the compensation of directors of the Fund who are
      affiliated persons of the Adviser and of the officers of the Fund.

      The directors also considered that the Advisory Agreement for the Fund
      provides that the Fund will reimburse the Adviser for the cost of certain
      clerical, accounting, administrative and other services provided at the
      Fund's request by employees of the Adviser or its affiliates. Requests for
      these "at no more than cost" reimbursements are approved by the directors
      on a quarterly basis and (to the extent requested and paid) result in a
      higher rate of total compensation from the Fund to the Adviser than the

      fee rates stated in the Fund's Advisory Agreement. The directors noted
      that no reimbursements have been made to date by the Fund in light of the
      expense cap for the Fund.

      The directors considered the scope and quality of services provided by the
      Adviser under the Advisory Agreement and noted that the scope of services
      provided by advisers had expanded over time as a result of regulatory and
      other developments. The directors noted that, for example, the Adviser is
      responsible for maintaining and monitoring its own and, to varying
      degrees, the Fund's compliance programs, and that these compliance
      programs have recently been refined and enhanced in light of new
      regulatory requirements. The directors considered the quality of the
      in-house investment research capabilities of the Adviser and the other
      resources it has dedicated to performing services for the Fund. The
      quality of administrative and other services, including the Adviser's role
      in coordinating the activities of the Fund's other service providers, also
      were considered. The directors also considered the Adviser's response to
      recent regulatory compliance issues affecting a number of the investment
      companies in the AllianceBernstein Funds complex. The directors concluded
      that, overall, they were satisfied with the nature, extent and quality of
      services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability to the Adviser

      The directors reviewed a schedule of the revenues, expenses and related
      notes indicating the profitability of the Fund to the Adviser for calendar
      years 2003 and 2004. The directors also reviewed information in respect of
      2004 that had been prepared with an updated expense allocation
      methodology. The directors noted that the updated expense allocation


- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  103


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

Bernstein Intermediate Duration Institutional Portfolio
Board's Consideration of Investment Management Arrangements (continued)

      methodology would be used in 2005, and that it differed in various
      respects from the methodology used in prior years. The directors reviewed
      the assumptions and methods of allocation used by the Adviser in preparing
      fund-specific profitability data, and noted the Adviser's representation
      to them that it believed that the methods of allocation used in preparing
      the profitability information were reasonable and appropriate and that the
      Adviser had previously discussed with the directors that there is no
      generally accepted allocation methodology for information of this type.

      The directors recognized that it is difficult to make comparisons of
      profitability from fund management contracts because comparative
      information is not generally publicly available and is affected by
      numerous factors, including the structure of the particular adviser, the
      types of funds it manages, its business mix, numerous assumptions
      regarding allocations and the adviser's capital structure and cost of
      capital. In considering profitability information, the directors
      considered the effect of fall-out benefits on the Adviser's expenses. The
      directors focused on the profitability of the Adviser's relationship with
      the Fund before taxes and distribution expenses. The directors recognized
      that the Adviser should generally be entitled to earn a reasonable level
      of profits for the services it provides to the Fund and, based on their
      review, concluded that they were satisfied that the Adviser's level of
      profitability from its relationship with the Fund in calendar 2004 was not
      excessive. The directors noted that the Adviser's relationship with the
      Fund in calendar 2003 was not profitable to it.

Fall-Out Benefits

      The directors considered that the Adviser benefits from soft dollar
      arrangements whereby it receives brokerage and research services from many
      of the brokers and dealers that execute purchases and sales of securities
      on behalf of its clients on an agency basis. The directors noted that
      since the Fund does not engage in brokerage transactions, the Adviser does
      not receive soft dollar benefits in respect of portfolio transactions of
      the Fund.

      The directors also noted that shares of the Fund are distributed
      exclusively through a subsidiary of the Adviser, and that such subsidiary
      receives fees from its clients in connection with its services.

      The directors recognized that the Adviser's profitability would be
      somewhat lower if the Adviser's subsidiary did not receive the benefits
      described above. The directors understood that the Adviser might derive
      reputational and other benefits from its association with the Fund.

Investment Results

      In addition to the information reviewed by the directors in connection
      with the meeting, the directors receive detailed comparative performance
      information for the Fund at each regular Board meeting during the year. At
      the meeting, the directors reviewed information from a report prepared by
      Lipper showing performance of the Fund as compared to a group of 15 funds
      in its Lipper category selected by Lipper (the "Performance Group") and as
      compared to a universe of 73 to 149 funds (depending on the year) in its
      Lipper category selected by Lipper (the "Performance Universe") for
      periods ended September 30, 2005 over the 1- and 3-year periods, and as
      compared to the Lehman Brothers Aggregate Bond Index (the "Index") for
      periods ended September 30, 2005 over the year to date ("YTD"), 1- and
      3-year and since inception periods (May 2002 inception). The directors
      noted that in the Performance Group comparison the Fund was in the 2nd
      quintile in the 1-year period and 3rd quintile in the 3-year period, and
      in the Performance Universe comparison the Fund was in the 1st quintile in
      the 1-year period and 2nd quintile in the 3-year period. The comparative
      information showed that the Fund outperformed the Index in the YTD, 1- and
      3-year periods and underperformed the Index in the since inception period.
      Based on their review, the directors concluded that the Fund's relative
      performance over time was satisfactory.

Advisory Fees and Other Expenses

      The directors considered the advisory fee rate paid by the Fund to the
      Adviser and information prepared by Lipper concerning fee rates paid by
      other funds in the same Lipper category as the Fund at a common asset
      level. The directors recognized that it is difficult to make comparisons
      of advisory fees because there are variations in the services that are
      included in the fees paid by other funds.


- --------------------------------------------------------------------------------
104  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      The directors also considered the fees the Adviser charges other clients
      with investment objectives similar to those of the Fund. For this purpose,
      they reviewed information in the Adviser's Form ADV and a chart prepared
      by the Adviser disclosing the institutional fee schedule for institutional
      products offered by it that have a substantially similar investment style
      as the Fund. They also received an oral presentation from the Adviser that
      supplemented such information. The directors noted that the institutional
      fee schedule for clients with a comparable investment style to the Fund
      had much lower breakpoints than the fee schedule in the Fund's Advisory
      Agreement. The directors also noted that the application of such fee
      schedule to the level of assets of the Fund would result in a fee rate
      that would be significantly lower than that in the Fund's Advisory
      Agreement. The directors noted that the Adviser may, in some cases,
      negotiate fee rates with large institutional clients that are lower than
      those reviewed by the directors and that they had previously discussed
      with the Adviser its policies in respect of such negotiated arrangements.

      The Adviser reviewed with the directors the significant differences in the
      scope of services it provides to institutional clients and to the Fund.
      For example, the Advisory Agreement requires the Adviser to provide, in
      addition to investment advice, office facilities and officers (including
      officers to provide required certifications). The Adviser also coordinates
      the provision of services to the Fund by non-affiliated service providers
      and is responsible for the compensation of the Fund's Independent
      Compliance Officer and certain related expenses. The provision of these
      non-advisory services involves costs and exposure to liability. The
      Adviser explained that many of these services normally are not provided to
      non-investment company clients and that fees charged to the Fund reflect
      the costs and risks of the additional obligations. The Adviser also noted
      that since the Fund is constantly issuing and redeeming its shares, it is
      more difficult to manage than an institutional account, where the assets
      are relatively stable. In light of these facts, the directors did not
      place significant weight on these fee comparisons.

      The directors also considered the total expense ratio of the Fund in
      comparison to the fees and expenses of funds within two comparison groups
      created by Lipper: an Expense Group and an Expense Universe. Lipper
      described an Expense Group as a representative sample of comparable funds
      and an Expense Universe as a broader group, consisting of all funds in the
      Fund's investment classification/objective with a similar load type as the
      Fund. The expense ratio of the Fund was based on the Fund's latest fiscal
      year expense ratio. The expense ratio of the Fund reflected fee waivers
      and/or expense reimbursements as a result of an applicable expense
      limitation undertaking by the Adviser. The directors recognized that the
      expense ratio information for the Fund potentially reflected on the
      Adviser's provision of services, as the Adviser is responsible for
      coordinating services provided to the Fund by others. The directors noted
      that the expense ratios of some funds in the Fund's Lipper category also
      were lowered by waivers or reimbursements by those funds' investment
      advisers, which in some cases were voluntary and perhaps temporary.

      The information reviewed by the directors showed that the Fund's at
      current size contractual effective fee rate of 50 basis points was
      materially lower than the Expense Group median. The directors noted that
      to date the Adviser has not requested the reimbursement of administrative
      expenses pursuant to the Advisory Agreement in light of the expense cap in
      place for the Fund. The directors also noted that the Adviser advises
      another AllianceBernstein fund with a similar investment style as the
      Fund. The directors noted that the fee schedule for the other
      AllianceBernstein fund had lower breakpoints than the fee schedule in the
      Fund's Advisory Agreement. The directors also noted that application of
      such fee schedule to the level of assets of the Fund would result in a fee
      rate that would be the same as that in the Fund's Advisory Agreement. The
      directors further noted that the Fund's total expense ratio, which
      benefits from a cap implemented by the Adviser at a rate that is
      materially lower than the advisory fee rate, was significantly lower than
      the medians for the Expense Group and Expense Universe. The directors
      concluded that the Fund's expense ratio was highly satisfactory.


- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  105


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

Bernstein Intermediate Duration Institutional Portfolio
Board's Consideration of Investment Management Arrangements (continued)

Economies of Scale

      The directors noted that the advisory fee schedule for the Fund contains
      breakpoints so that, if assets were to increase over the breakpoint
      levels, the fee rates would be reduced on the incremental assets. The
      directors also considered a presentation by an independent consultant
      discussing economies of scale issues in the mutual fund industry. The
      directors believe that economies of scale are realized (if at all) by the
      Adviser across a variety of products and services, and not only in respect
      of a single fund. The directors noted that there is no uniform methodology
      for establishing breakpoints that give effect to fund-specific services
      provided by the Adviser and to the economies of scale that the Adviser may
      realize in its overall mutual fund business or those components of it
      which directly or indirectly affect the Fund's operations. The directors
      observed that in the mutual fund industry as a whole, as well as among
      funds similar to the Fund, there is no uniformity or pattern in the fees
      and asset levels at which breakpoints (if any) apply. Depending on the age
      and size of a particular fund and its adviser's cost structure, different
      conclusions can be drawn as to whether there are economies of scale to be
      realized at any particular level of assets, notwithstanding the intuitive
      conclusion that such economies exist, or will be realized at some level of
      total assets. Moreover, because different advisers have different cost
      structures and service models, it is difficult to draw meaningful
      conclusions from the comparison of a fund's advisory fee breakpoints with
      those of comparable funds. The directors noted that the Fund's net assets
      are well below the initial breakpoint in the advisory agreements of
      AllianceBernstein Funds that have breakpoints. The directors agreed to
      monitor the asset level of the Fund and stated that they would expect to
      seek to implement additional breakpoints if the Fund reaches a size such
      that the directors believe that meaningful economies of scale are likely
      being realized by the Adviser.


- --------------------------------------------------------------------------------
106  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

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 Alliance Capital Management L.P. (the "Adviser") and
      Sanford C. Bernstein Fund II, Inc.--Intermediate Duration Institutional
      Portfolio (the "Fund"), prepared by Philip L. Kirstein, the Senior
      Officer, for the independent directors of the Fund, as required by the
      Assurance of Discontinuance between the New York State Attorney General
      and the Adviser. 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 which was provided to the independent
      directors in connection with their review of the proposed continuance of
      the investment advisory agreement. The Senior Officer's evaluation
      considered the following factors:

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

      2.    Management 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 Fund grows larger.

      6.    Nature and quality of the Adviser's services including the
            performance of the Fund.

Fund Advisory Fees & Expense Ratios

      The table below describes the Fund's advisory fee pursuant to the
      Investment Advisory Agreement.



                                                        ADVISORY FEE BASED ON % OF
      FUND                                               AVERAGE DAILY NET ASSETS
      ------------------------------------------------------------------------------
                                                                         
      Sanford C. Bernstein Fund II, Inc.--              First $1 billion       0.50%
      Intermediate Duration Institutional Portfolio     Excess of $1 billion   0.45%


      The Fund's net assets as of September 30, 2005 were $646.0 million. The
      effective advisory fee of the Fund at this asset level is 0.50%.

      The Adviser has agreed to waive that portion of its management fees and/or
      reimburse the Fund for that portion of its total operating expenses to the
      degree necessary to limit the Fund's expense ratio to the amounts set
      forth below for the Fund's current fiscal year, which is five basis points
      less than the Fund's contractual advisory fee rate at the Fund's current
      level of net assets. The waiver agreement is terminable by the Adviser at
      the end of the Fund's fiscal year upon at least 60 days written notice.
      The Fund's gross expense ratio is also set forth below.



                                                           EXPENSE CAP
                                                        PURSUANT TO EXPENSE             GROSS
      FUND                                            LIMITATION UNDERTAKING       EXPENSE RATIO(2)        FISCAL YEAR END
      --------------------------------------------------------------------------------------------------------------------
                                                                                                    
      Sanford C. Bernstein Fund II, Inc.--
      Intermediate Duration Institutional Portfolio             0.45%                   0.57%                September 30


(1) It should be noted that the information in the fee summary was completed on
December 7, 2005 and presented to the Board of Directors on December 14, 2005 in
accordance with the Assurance of Discontinuance between the New York State
Attorney General and the Adviser.

(2) The Fund's expense ratio is calculated from the beginning of the Fund's
current fiscal year through March 31, 2005 and annualized.


- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  107


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

      The management fees charged to investment companies which the Adviser
      manages and sponsors is 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 Fund that are not
      provided to non-investment company clients 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 Fund's third party service providers
      such as Fund counsel, auditors, custodians, transfer agents and pricing
      services. The accounting, administrative, legal and compliance
      requirements for the Fund 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 Fund to the Adviser. In addition, managing the cash flow
      of an investment company may be more difficult than that of a stable pool
      of assets, such as an institutional account with little cash movement in
      either direction, particularly if the 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, it is worth considering information
      regarding the advisory fees charged to institutional accounts with
      substantially similar investment styles as the Fund. In addition to the
      Alliance institutional fee schedule, set forth below are what would have
      been the effective advisory fee of the Fund had the Alliance institutional
      fee schedule been applicable to the Fund.



                                                             NET ASSETS                 ALLIANCE            EFFECTIVE ALLIANCE
                                                              09/30/05               INSTITUTIONAL            INSTITUTIONAL
      FUND                                                     ($MIL)                 FEE SCHEDULE             ADVISORY FEE
      ------------------------------------------------------------------------------------------------------------------------
                                                                                                         
      Sanford C. Bernstein Fund II, Inc.--
      Intermediate Duration Institutional Portfolio            $646.0             U.S. Core Plus Schedule         0.178%
                                                                                    40 bp on 1st $20 m
                                                                                    25 bp on next $80 m
                                                                                   20 bp on next $100 m
                                                                                   15 bp on the balance
                                                                                Minimum account size $20m


      The Adviser manages Sanford C. Bernstein Fund, Inc., an open-end
      management investment company. The Intermediate Duration Portfolio of
      Sanford C. Bernstein Fund, Inc. has a similar investment style as the
      Fund. The following table shows the fee schedule of the Intermediate
      Duration Portfolio.

      
      
      FUND                                                      SCB PORTFOLIO                     FEE SCHEDULE
      ----------------------------------------------------------------------------------------------------------------
                                                                                       
      Sanford C. Bernstein Fund II, Inc.--               Intermediate Duration Portfolio     0.50% on first $1 billion
      Intermediate Duration Institutional Portfolio(3)                                        0.45% on next $2 billion
                                                                                              0.40% on next $2 billion
                                                                                                0.35% on the balance


      The Adviser also manages and sponsors retail mutual funds which are
      organized in jurisdictions outside the United States, generally
      Luxembourg, and sold to non-United States resident investors. None of
      these off-shore funds have breakpoints in the advisory fee schedule. The
      Adviser charges the following fee for an offshore mutual fund that invests
      in fixed income securities:

(3) Although the fee schedule for SCB Intermediate Duration Portfolio could
produce a lower effective advisory fee at higher asset levels, at the current
asset level of $646 million, the effective contractual advisory fees are the
same for the Fund and the SCB Intermediate Duration Portfolio. If assets exceed
$3 billion, the SCB Intermediate Duration Portfolio will have a lower effective
advisory fee than the Fund.


- --------------------------------------------------------------------------------
108  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      ASSET CLASS                                    FEE(4)
      --------------------------------------------------------------------------
      Fixed Income                                   0.65%

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

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

      Lipper, Inc., an analytical service that is not affiliated with the
      Adviser, compared the fees charged to the Fund with fees charged to other
      investment companies for similar services by other investment advisers.
      Lipper's analysis included the Fund's ranking with respect to the proposed
      management fees relative to the Lipper group median at the approximate
      current asset level of the Fund(5).



                                                                               LIPPER
                                                            EFFECTIVE          GROUP
      FUND                                               MANAGEMENT FEE(6)     MEDIAN     RANK
      ----------------------------------------------------------------------------------------
                                                                                 
      Sanford C. Bernstein Fund II, Inc.--
      Intermediate Duration Institutional Portfolio(7)         0.500            0.590     4/15


      Lipper also analyzed the total expense ratio of the Fund in comparison to
      the Fund's Lipper Expense Group(8) and Lipper Expense Universe(9). Lipper
      describes a Lipper Expense Group as a representative sample of comparable
      funds and a Lipper Expense Universe as a broader group, consisting of all
      funds in the same investment classification/objections with a similar load
      type as the subject Fund. The results of that analysis are set forth
      below:



      EXPENSE                                              LIPPER          LIPPER         LIPPER      LIPPER
                                                           RATIO          UNIVERSE       UNIVERSE      GROUP         GROUP
      PORTFOLIO                                              (%)         MEDIAN (%)        RANK       MEDIAN (%)     RANK
      --------------------------------------------------------------------------------------------------------------------
                                                                                                      
      Sanford C. Bernstein Fund II, Inc.--
      Intermediate Duration Institutional Portfolio         0.450          0.695          16/119         0.680       1/15


      Based on this analysis, the Fund has a more favorable ranking on a total
      expense ratio basis than on a management fee basis. However, it should be
      noted that certain of the Fund's expenses were waived or reimbursed by the
      Adviser as a result of the Fund's expense cap.

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

      Members of the Adviser's Controller's Office presented to the Board of
      Directors the Adviser's revenue and expenses associated with providing
      services to the Fund. The presentation included an update on the Adviser's
      work with an independent consultant to align the Adviser's two
      profitability systems. The alignment, which now is complete, produces
      profitability information at the Fund level which reflects the Adviser's
      management reporting approach. See discussion below in Section IV.

(4) The fee charged to the fund includes a 0.10% fee for administrative services
provided by the Adviser or its affiliates.

(5) It should be noted that "effective management fee" is calculated by Lipper
using the Fund's contractual management fee rate at a hypothetical asset level.
The hypothetical asset level is based on the net asset of the Fund, 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" means
that the AllianceBernstein Fund has the lowest effective fee rate in the Lipper
peer group.

(6) The "effective management fee" does not reflect fee waivers or expense
reimbursements that effectively reduce the contractual management fee rates.

(7) It should be noted that the Fund has an expense cap of 0.450% which
automatically reduces the advisory fee received by the Adviser by at the least 5
basis points. The actual management fee that the Adviser received in the Fund's
most recent completed fiscal year was 0.369% according to Lipper. The Fund's
actual management fee group ranking was 3/15; universe ranking was 40/119.

(8) Lipper uses the following criteria in screening funds to be included in the
Fund's expense group: fund type, investment classification/objective, load type
and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and
expense components and attributes. A Lipper Expense Group will typically consist
of seven to twenty funds.

(9) Except for asset (size) comparability and load type, Lipper uses the same
criteria for selecting a Lipper Expense Group when selecting a Lipper Expense
Universe. Unlike the Lipper Expense Group, the Lipper Expense Universe allows
for the same adviser to be represented by more than just one fund.


- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  109


- --------------------------------------------------------------------------------
Sanford C. Bernstein Fund II, Inc.

The Following Is Not Part of the Shareholder Report or the Financial
Statements (continued)

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

      The profitability information for the Fund prepared by the Adviser for the
      Board of Directors was reviewed by the Senior Officer. Based on the
      information provided, the Adviser's profitability from providing
      investment advisory services to the Fund increased during calendar year
      2004 relative to 2003.

V. POSSIBLE ECONOMIES OF SCALE

      The Adviser has indicated that the breakpoints in the fee schedule in the
      Investment Advisory Agreement reflect a sharing of economies of scale to
      the extent the breakpoints are reached. 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
      have made such investments in their business to provide improved services,
      there may be a sharing of economies of scale without a reduction in
      advisory fees.

      An independent consultant made a presentation to the Board of Directors
      and the Senior Officer regarding possible economies of scale or scope in
      the mutual fund industry. Based on the presentation, it was evident that
      fund management companies benefit from economies of scale. However, due to
      lack of cost data, researchers had to infer facts about the costs from the
      behavior of fund expenses; there was a lack of consensus among researchers
      as to whether economies of scale were being passed on to the shareholders.
      It is contemplated that additional work will be performed to determine if
      the benefits of economies of scale or scope are being passed to
      shareholders by the Adviser. In the meantime, it is clear that to the
      extent the Fund's assets exceed the initial breakpoint its shareholders
      benefit from a lower fee rate.

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

      With assets under management of $550 billion as of October 31, 2005, the
      Adviser has the investment experience to manage and provide non-investment
      services (described in Section II) to the Fund.

      The information prepared by Lipper showed the 1 and 3 year performance
      ranking of the Fund relative to its Lipper group and universe for the
      periods ended September 30, 2005:

      SANFORD C. BERNSTEIN FUND II, INC.--
      INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO       GROUP     UNIVERSE
      --------------------------------------------------------------------------
      1 year                                              5/15       30/173
      3 year                                              8/15       58/149



                                                        PERIODS ENDING SEPTEMBER 30, 2005
                                                            ANNUALIZED PERFORMANCE (%)
      -------------------------------------------------------------------------------------
      FUNDS                                             1 YEAR   3 YEAR     SINCE INCEPTION
      -------------------------------------------------------------------------------------
                                                                        
      Sanford C. Bernstein Fund II, Inc.--
      Intermediate Duration Institutional Portfolio      3.41     4.52           5.14
      Lehman Brothers Aggregated Bond Index              2.80     3.96           5.23


(10) The Adviser provided Fund and benchmark performance return information for
periods through September 30, 2005 in order to maintain consistency with
Lipper's performance rankings in the analysis.


- --------------------------------------------------------------------------------
110  Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc.


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

      Set forth below are the 1, 3 year and since inception performance returns
      of the Fund (in bold) versus its benchmark10.

CONCLUSION

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

      Dated:  January 13, 2006

(10)  The Adviser provided Fund and benchmark performance return information for
      periods through September 30, 2005 in order to maintain consistency with
      Lipper's performance rankings in the analysis.

- --------------------------------------------------------------------------------
                                                     2006 Semiannual Report  111


                      This page intentionally left blank.



                      This page intentionally left blank.



                                       AB
                         SANFORD C. BERNSTEIN & CO., LLC
                     A Subsidiary of AllianceBernstein L.P.

                                   Distributor

                         SANFORD C. BERNSTEIN FUND, INC.
                       SANFORD C. BERNSTEIN FUND II, INC.

                 1345 Avenue of the Americas, New York, NY 10105
                                 (212) 756-4097

SCB-SEMI-0860-0506



Sanford C. Bernstein Fund, Inc.
Sanford C. Bernstein Fund II, Inc.

- --------------------------------------------------------------------------------
                                 March 31, 2006
- --------------------------------------------------------------------------------

Schedule of Investments
To the Semiannual Report
For the Taxable Bond
Portfolios



Intermediate Duration
- --------------------------------------------------------------------------------
Short Duration Plus
- --------------------------------------------------------------------------------
U.S. Government Short Duration
- --------------------------------------------------------------------------------
Intermediate Duration Institutional



- --------------------------------------------------------------------------------
                         Sanford C. Bernstein Fund, Inc.
                             Schedule of Investments
                         Intermediate Duration Portfolio
                           March 31, 2006 (Unaudited)
- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
U.S. GOVERNMENT & GOVERNMENT
SPONSORED AGENCY OBLIGATIONS--47.0%
- --------------------------------------------------------------------------------
Federal Agency--Collateralized Mortgage Obligations--0.4%
Fannie Mae Grantor Trust
   Series 2004-T5 Class AB4
     4.53%, 5/28/35(a)(b)                            $   9,620  $     9,622,702
   Series 2005-T3 Class A1A
     4.86%, 7/25/35(a)(b)                                4,572        4,571,745
                                                                ---------------
                                                                     14,194,447
                                                                ---------------
Mortgage Pass Thru's--41.7%
Federal Home Loan Mortgage Corp.
   3.75%, 11/17/06(a)                                   28,946       28,064,768
   6.00%, 6/01/20(a)                                     4,071        4,120,707
   8.50%, 5/01/25(a)                                         0                6
   4.50%, 3/01/34-1/01/36(a)                            74,666       68,887,591
   6.00%, TBA(c)                                        12,890       12,881,944
Federal National Mortgage Association
   5.50%, 1/01/09-2/01/35                              321,940      316,568,167
   6.00%, 11/01/16-9/01/35                             134,187      134,529,605
   5.00%, 4/01/19(a)                                    60,125       58,715,340
   6.50%, 1/01/36(a)                                    14,976       15,295,529
   4.50%, TBA(c)                                       113,065      108,083,130
   5.00%, TBA(c)                                       147,065      141,086,513
   5.50%, TBA(c)                                       392,135      382,765,742
   6.00%, TBA(c)                                       132,090      132,048,788
   6.50%, TBA(c)                                       131,580      134,047,125
Government National Mortgage Association
   8.50%, 11/15/26(a)                                        1            1,580
   7.00%, 10/15/27(a)                                        3            3,532
                                                                ---------------
                                                                  1,537,100,067
                                                                ---------------
U.S. Treasury Bonds--1.5%
United States Treasury Bond
   7.25%, 5/15/16(a)                                    32,490       38,424,494
   5.375%, 2/15/31                                      15,005       15,795,103
                                                                ---------------
                                                                     54,219,597
                                                                ---------------
U.S. Treasury Notes--3.4%
United States Treasury Notes
   4.25%, 1/15/11(a)                                    13,780       13,438,187
   4.50%, 11/15/15(a)                                  114,220      110,838,060
                                                                ---------------
                                                                    124,276,247
                                                                ---------------
Total U.S. Government & Government
Sponsored Agency Obligations
(cost $1,752,933,618)                                             1,729,790,358
                                                                ---------------
================================================================================
CORPORATE DEBT OBLIGATIONS--17.9%
- --------------------------------------------------------------------------------
Automotive--0.6%
DaimlerChrysler North America
   4.875%, 6/15/10(a)                                    2,995        2,886,437
Ford Motor Credit Co.
   6.50%, 1/25/07(a)                                     4,135        4,119,171
   6.625%, 6/16/08(a)                                    5,310        5,025,857
General Motors Acceptance Corp.
   6.875%, 9/15/11(a)                                    6,530        6,086,476
Hertz Corp.
   Callable 1/01/14 @ 104.44
   8.875%, 1/01/14(a)(d)                                 3,040        3,154,000
                                                                ---------------
                                                                     21,271,941
                                                                ---------------
Banking--1.5%
Barclays Bank plc
   Callable 6/15/11 @ 100.00
   8.55%, 9/29/49(a)(b)(d)                               6,460        7,268,327
Huntington National Bank
   Senior Note
   4.375%, 1/15/10(a)                                    4,100        3,948,304
J.P. Morgan Chase & Co.
   6.75%, 2/01/11(a)                                     8,605        9,045,714
RBS Capital Trust III
   Callable 9/30/14 @ 100.00
   5.51%, 9/29/49(a)                                    10,580       10,205,024
Sumitomo Mitsui Banking Corp.
   Callable 10/15/15 @ 100.00
   5.625%, 7/29/49(a)                                    2,270        2,202,079
Suntrust Bank
   4.943%, 6/02/09(a)(b)                                 4,770        4,777,155
UFJ Bank Ltd.
   Subordinated Note
   7.40%, 6/15/11(a)                                     1,210        1,304,225
UFJ Finance Aruba AEC
   6.75%, 7/15/13(a)                                     2,366        2,507,286
Wachovia Capital Trust III
   Callable 3/15/11 @ 100.00
   5.80%, 8/29/49(a)                                     5,965        5,860,487
Wells Fargo & Co.
   Senior Note
   4.20%, 1/15/10(a)                                     4,455        4,275,579
Zions Bancorp
   5.50%, 11/16/15(a)                                    4,040        3,941,477
                                                                ---------------
                                                                     55,335,657
                                                                ---------------
Broadcasting/Media--1.1%
Allbritton Communications Co.
   Senior Subordinated Note
   Callable 12/15/07 @ 103.88
   7.75%, 12/15/12(a)                                    3,465        3,482,325
BSKYB Finance United Kingdom plc
   5.625%, 10/15/15(a)(d)                                6,400        6,168,320
Lamar Media Corp.
   Callable 8/15/15 @ 103.31
   6.625%, 8/15/15(a)                                    3,355        3,338,225


                     Schedule of Investments--Intermediate Duration Portfolio  1



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
News America Holdings
   9.25%, 2/01/13(a)                                 $   4,810  $     5,672,274
   6.55%, 3/15/33(a)                                     3,525        3,433,561
Time Warner Entertainment Co.
   Senior Debenture
   8.375%, 3/15/23(a)                                    8,485        9,593,396
Time Warner, Inc.
   6.875%, 5/01/12(a)                                    4,175        4,377,383
WPP Finance Corp.
   5.875%, 6/15/14(a)                                    3,490        3,446,204
                                                                ---------------
                                                                     39,511,688
                                                                ---------------
Building/Real Estate--0.2%
iStar Financial, Inc.
   Senior Note
   5.15%, 3/01/12(a)                                     2,965        2,845,424
Simon Property Group, LP
   6.375%, 11/15/07(a)                                   4,290        4,352,111
                                                                ---------------
                                                                      7,197,535
                                                                ---------------
Cable--0.6%
British Sky Broadcasting Group plc
   6.875%, 2/23/09(a)                                    2,115        2,188,837
Cablevision Systems Corp.
   8.00%, 4/15/12(a)                                     3,675        3,583,125
Comcast Cable Communications Holdings, Inc.
   9.455%, 11/15/22(a)                                   7,600        9,587,385
Comcast Corp.
   5.30%, 1/15/14(a)                                     4,800        4,563,936
DirecTV Holdings LLC
   Callable 6/15/10 @ 103.19
   6.375%, 6/15/15(a)                                    3,525        3,480,937
                                                                ---------------
                                                                     23,404,220
                                                                ---------------
Chemicals--0.3%
Ineos Group Holdings plc
   Callable 2/15/11 @ 104.25
   8.50%, 2/15/16(a)(d)                                  3,550        3,372,500
ProLogis
   7.05%, 7/15/06(a)                                     3,045        3,055,590
Union Carbide Corp.
   Debenture
   7.75%, 10/01/96(a)                                    3,600        3,708,929
                                                                ---------------
                                                                     10,137,019
                                                                ---------------
Communications--1.8%
AT&T Corp.
   Senior Notes
   9.05%, 11/15/11(a)(d)                                 5,600        6,053,651
   9.75%, 11/15/31(a)                                    1,800        2,149,313
British Telecommunications plc
   8.375%, 12/15/10(a)                                  10,250       11,432,778
Cox Enterprises, Inc.
   4.375%, 5/01/08(a)                                    6,050        5,872,880
Qwest Communications International, Inc.
   Callable 2/15/09 @ 103.75
   7.50%, 2/15/14                                        3,335        3,435,050

Sprint Capital Corp.
   8.375%, 3/15/12(a)                                   20,520       23,185,548
Telecom Italia Capital
   4.00%, 1/15/10(a)                                    11,555       10,862,786
Verizon Global Funding Corp.
   4.90%, 9/15/15(a)                                     4,390        4,059,969
                                                                ---------------
                                                                     67,051,975
                                                                ---------------
Communications--Fixed--0.2%
Qwest Corp.
   8.875%, 3/15/12(a)(d)                                 1,055        1,178,963
Vodafone Group plc
   5.50%, 6/15/11(a)                                     8,020        7,945,887
                                                                ---------------
                                                                      9,124,850
                                                                ---------------
Communications--Mobile--0.8%
AT&T Wireless Services, Inc.
   Senior Note
   8.75%, 3/01/31(a)                                     3,795        4,806,550
Cingular Wireless LLC
   5.625%, 12/15/06(a)                                   6,706        6,722,530
New Cingular Wireless Services, Inc.
   7.875%, 3/01/11(a)                                   12,520       13,722,734
TELUS Corp.
   7.50%, 6/01/07(a)                                     5,595        5,721,430
                                                                ---------------
                                                                     30,973,244
                                                                ---------------
Conglomerate/Miscellaneous--0.2%
Hutchison Whampoa International Ltd.
   7.45%, 11/24/33(a)(d)                                 5,920        6,457,281
                                                                ---------------
Consumer Manufacturing--0.1%
Fortune Brands, Inc.
   2.875%, 12/01/06(a)                                   2,800        2,755,276
                                                                ---------------
Energy--0.9%
Amerada Hess Corp.
   7.875%, 10/01/29(a)                                   4,600        5,356,433
Conoco, Inc.
   Senior Note
   6.95%, 4/15/29(a)                                     6,235        7,053,606
Duke Energy Field Services Corp.
   7.875%, 8/16/10(a)                                    2,100        2,279,451
Enterprise Products Operating LP
   Series B
   5.60%, 10/15/14(a)                                    3,310        3,209,684
NRG Energy, Inc.
   Senior Note
   Callable 2/01/09 @ 107.25
   7.25%, 2/01/14(a)                                       560          569,100
   Callable 2/01/16 @ 103.69
   7.375%, 2/01/16(a)                                    2,985        3,048,431
The Williams Cos., Inc.
   7.875%, 9/01/21(a)                                    3,235        3,477,625
Valero Energy Corp.
   6.875%, 4/15/12(a)                                    6,055        6,415,345
   7.50%, 4/15/32(a)                                     2,270        2,609,842
                                                                ---------------
                                                                     34,019,517
                                                                ---------------


2  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Financial--4.4%
American General Finance Corp.
   Medium-Term Note
   4.625%, 5/15/09(a)                                $  10,015  $     9,810,524
Berkshire Hathaway Finance Corp.
   4.20%, 12/15/10(a)                                    5,700        5,423,345
Boeing Capital Corp.
   Senior Note
   4.75%, 8/25/08(a)                                     1,865        1,844,962
BOI Capital Funding No. 2
   Callable 2/01/16 @ 100.00
   5.57%, 2/01/49(a)(d)                                  1,500        1,436,355
Capital One Bank
   Subordinated Note
   6.50%, 6/13/13(a)                                     2,884        3,001,021
CIT Group, Inc.
   Medium-Term Note
   4.99%, 5/18/07(a)(b)                                  2,945        2,952,242
   Senior Note
   7.75%, 4/02/12(a)                                     6,035        6,652,037
Citigroup, Inc.
   Subordinated Notes
   5.00%, 9/15/14(a)                                    18,963       18,149,487
   5.01%, 6/09/09(a)(b)                                  3,435        3,443,732
Core Investment Grade Trust
   4.659%, 11/30/07(a)                                  17,490       17,280,120
CountryWide Home Loans, Inc.
   Medium-Term Note, Series L
   4.00%, 3/22/11(a)                                     6,605        6,136,388
Dow Jones Cdx, High Yield
   8.00%, 6/29/10(a)                                    18,971       19,374,134
General Electric Capital Corp.
   4.375%, 11/21/11(a)                                   6,275        5,961,890
   Medium-Term Note
     4.995%, 6/22/07(a)                                 22,130       22,153,015
Goldman Sachs Group, Inc.
   4.75%, 7/15/13(a)                                     4,795        4,529,942
   5.125%, 1/15/15(a)                                    3,450        3,297,234
Household Finance Corp.
   6.50%, 11/15/08(a)                                    8,848        9,096,257
   7.00%, 5/15/12(a)                                     2,855        3,051,618
ILFC E-Capital Trust I
   Callable 12/21/10 @ 100.00
   5.90%, 12/21/65(a)(d)                                 1,390        1,349,020
Kinder Morgan Finance
   5.35%, 1/05/11(a)                                     8,940        8,797,434
Manufacturing Capital Finance, Ltd.
   Callable 7/25/16 @ 100.00
   6.346%, 7/29/49(a)                                    3,245        3,193,203
Resona Bank, Ltd.
   5.85%, 9/29/49(a)                                     1,300        1,261,428
Resona Preferred Global Securities
   Callable 7/30/15 @ 100
   7.191%, 12/29/49(a)(b)(d)                             2,460        2,566,779
                                                                ---------------
                                                                    160,762,167
                                                                ---------------
Food/Beverage--0.3%
ConAgra Foods, Inc.
   7.875%, 9/15/10(a)                                    1,834        1,978,901
   6.75%, 9/15/11(a)                                     1,225        1,273,144
Kraft Foods, Inc.
   5.25%, 10/01/13(a)                                    6,910        6,728,702
                                                                ---------------
                                                                      9,980,747
                                                                ---------------
Gaming--0.1%
MGM Mirage
   8.375%, 2/01/11(a)                                    3,245        3,423,475
Riviera Holdings Corp.
   Callable 6/15/06 @ 105.50
   11.00%, 6/15/10(a)                                    1,110        1,179,375
                                                                ---------------
                                                                      4,602,850
                                                                ---------------
Healthcare--0.3%
Humana, Inc.
   Senior Note
   6.30%, 8/01/18(a)                                     3,550        3,610,495
Wellpoint, Inc.
   3.75%, 12/14/07(a)                                    1,796        1,748,990
Wyeth
   5.50%, 2/01/14(a)                                     5,331        5,260,162
                                                                ---------------
                                                                     10,619,647
                                                                ---------------
Industrial--0.1%
Tyco International Group SA
   6.00%, 11/15/13(a)                                    4,950        4,972,488
                                                                ---------------
Insurance--0.8%
Assurant, Inc.
   5.625%, 2/15/14(a)                                    3,830        3,763,538
Liberty Mutual Group
   5.75%, 3/15/14(a)(d)                                  4,025        3,912,650
Mangrove Bay Pass-Through Trust
   Callable 7/15/13 @ 100
   6.102%, 7/15/33(a)(d)                                 4,315        4,167,729
MetLife, Inc.
   5.00%, 11/24/13(a)                                    4,125        3,959,196
Royal & Sun Alliance Insurance Group plc
   8.95%, 10/15/29(a)                                    2,615        3,306,780
Zurich Capital Trust
   Callable 6/01/07 @ 104.19
   8.376%, 6/01/37(a)(d)                                 8,625        9,226,654
                                                                ---------------
                                                                     28,336,547
                                                                ---------------
Metals/Mining--0.2%
AK Steel Corp.
   Callable 5/12/06 @ 101.31
   7.875%, 2/15/09(a)                                    2,540        2,552,700
Ispat Inland ULC
   Callable 4/01/09 @ 104.88
   9.75%, 4/01/14(a)                                     3,005        3,399,406
                                                                ---------------
                                                                      5,952,106
                                                                ---------------


                     Schedule of Investments--Intermediate Duration Portfolio  3



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Paper/Packaging--0.3%
International Paper Co.
   5.30%, 4/01/15(a)                                $    5,170  $     4,846,187
Packaging Corp. of America
   5.75%, 8/01/13(a)                                     4,230        4,100,393
Weyerhaeuser Co.
   5.95%, 11/01/08(a)                                    4,060        4,097,340
                                                                ---------------
                                                                     13,043,920
                                                                ---------------
Petroleum Products--0.0%
Tengizchevroil Finance Co.
   6.124%, 11/15/14(a)(d)                                1,840        1,830,800
                                                                ---------------
Public Utilities--Electric & Gas--1.9%
Carolina Power & Light Co.
   6.50%, 7/15/12(a)                                     5,775        6,017,793
Consumers Energy Co.
   Series C
   4.25%, 4/15/08(a)                                     2,810        2,740,486
Duke Capital LLC
   Senior Note
   5.50%, 3/01/14(a)                                     3,125        3,055,572
   8.00%, 10/01/19(a)                                    5,485        6,405,855
Exelon Corp.
   6.75%, 5/01/11(a)                                     7,415        7,741,445
FirstEnergy Corp.
   Series B
   6.45%, 11/15/11(a)                                    7,945        8,220,970
   Series C
   7.375%, 11/15/31(a)                                   7,850        8,719,568
MidAmerican Energy Holdings Co.
   Senior Notes
   5.875%, 10/01/12(a)                                   2,400        2,422,236
   6.125%, 4/01/36(a)(d)                                 4,120        4,033,101
Nisource Finance Corp.
   7.875%, 11/15/10(a)                                   3,010        3,264,965
Pacific Gas & Electric Co.
   4.80%, 3/01/14(a)                                     3,280        3,101,630
   6.05%, 3/01/34(a)                                       260          254,431
Progress Energy, Inc.
   7.10%, 3/01/11(a)                                     4,850        5,143,900
Public Service Co. of Colorado
   7.875%, 10/01/12(a)                                   2,545        2,878,219
TXU Australia Holdings Pty Ltd.
   6.15%, 11/15/13(a)(d)                                 5,805        5,966,948
                                                                ---------------
                                                                     69,967,119
                                                                ---------------
Public Utilities--Telephone--0.3%
Bell Atlantic New Jersey, Inc.
   Debenture
   5.875%, 1/17/12(a)                                    5,695        5,645,812
Telecom Italia Capital
   4.00%, 11/15/08(a)                                    3,085        2,972,629
   6.375%, 11/15/33(a)                                   1,375        1,295,668
                                                                ---------------
                                                                      9,914,109
                                                                ---------------
Service--0.3%
Pershing Road Development Co. LLC
   Callable 6/01/06 @ 101.50
   5.22%, 9/01/26(a)(b)(d)                               9,390        9,390,000
                                                                ---------------
Supermarket/Drug--0.1%
Safeway, Inc.
   6.50%, 3/01/11(a)                                     1,895        1,951,818
   7.25%, 2/01/31(a)                                     3,040        3,221,427
                                                                ---------------
                                                                      5,173,245
                                                                ---------------
Technology--0.5%
Cisco Systems, Inc.
   5.25%, 2/22/11(a)                                     3,090        3,063,630
International Business Machines Corp.
   Medium-Term Note
   4.375%, 6/01/09(a)                                    1,720        1,677,922
Motorola, Inc.
   7.625%, 11/15/10(a)                                     609          664,231
Oracle Corp.
   5.25%, 1/15/16(a)(d)                                 13,945       13,377,341
                                                                ---------------
                                                                     18,783,124
                                                                ---------------
Total Corporate Debt Obligations
(cost $670,483,057)                                                 660,569,072
                                                                ---------------
================================================================================
NON U.S. DOLLAR SOVEREIGN DEBT--11.5.%
- --------------------------------------------------------------------------------
Australia (Commonwealth of)
   6.00%, 2/15/17(a)                           AUD      95,545       71,562,288
Japan (Government of)
   .70%, 6/20/10(a)                            JPY   8,653,000       72,079,343
Poland (Government of)
   6.25%, 10/24/15(a)                          PLN     106,330       35,914,860
Sweden (Kingdom of)
   Series 1043
   5.00%, 1/28/09(a)                           SEK     519,510       69,970,596
   5.25%, 3/15/11(a)                                   461,930       64,071,770
United Mexican States
   10.00%, 12/05/24(a)                         MXN   1,088,760      111,509,915
                                                                ---------------
Total Non U.S. Dollar Sovereign Debt
(cost $427,704,564)                                                 425,108,772
                                                                ---------------
================================================================================
COMMERCIAL MORTGAGE-BACKED SECURITIES--8.4%
- --------------------------------------------------------------------------------
Banc of America Commercial Mortgage, Inc.
   Series 2004-3 Class A5
   5.304%, 6/10/39(a)                               $   13,780       13,678,441
   Series 2004-4 Class A3
   4.128%, 7/10/42(a)                                    8,850        8,517,948
   Series 2005-1 Class A3
   4.877%, 11/10/42(a)                                  13,680       13,433,760
   Series 2004-6 Class A2
   4.161%, 12/10/42(a)                                  11,835       11,360,416
Bear Stearns Commercial Mortgage
   Securities, Inc. Series 2005-T18
     Class A4
   4.933%, 2/13/42(a)                                   12,490       11,927,201


4  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Commercial Mortgage Asset Trust
   Series 1999-C1 Class A3
   6.64%, 1/17/32(a)                                 $       0  $            87
   Series 2003-CK2 Class A2
   3.861%, 3/15/36(a)                                    7,790        7,534,410
   Series 2004-C5 Class A2
   4.183%, 11/15/37(a)                                  10,070        9,669,516
   Series 2005-C1 Class A4
   5.014%, 2/15/38(a)                                   10,900       10,462,256
GE Capital Commercial Mortgage Corp.
   Series 2005-C3 Class A3FX
   4.863%, 7/10/45(a)                                   12,735       12,477,753
Goldman Sachs Mortgage Securities Corp. II
   Series 2006-GG6 Class A2
   5.506%, 4/10/38(a)                                    9,545        9,578,598
Greenwich Capital Commercial Funding Corp.
   Series 2003-C1 Class A4
   4.111%, 7/05/35(a)                                    9,240        8,491,560
   Series 2003-C2 Class A3
   4.533%, 1/05/36(a)                                      325          312,816
   Series 2005-GG3 Class A2
   4.305%, 8/10/42(a)                                   13,565       13,082,357
JP Morgan Chase Commercial
   Mortgage Securities
   Series 2004-C1 Class A2
   4.302%, 1/15/38(a)                                    9,775        9,280,776
   Series 2005-LDP3 Class A2
   4.851%, 8/15/42(a)                                   11,220       10,968,672
   Series 2005-LDP4 Class A2
   4.79%, 10/15/42(a)                                    8,210        8,003,765
   Series 2006-CB14 Class A4
   5.481%, 12/12/44(a)                                   6,750        6,688,508
   Series 2005-LDP1 Class A2
   4.625%, 3/15/46(a)                                   13,520       13,149,958
   Series 2005-LDP1 Class A4
   5.038%, 3/15/46(a)                                   13,750       13,214,987
LB-UBS Commercial Mortgage Trust
   Series 2004-C7 Class A2
   3.992%, 10/15/29(a)                                   8,440        8,072,944
   Series 2004-C8 Class A2
   4.201%, 12/15/29(a)                                   9,405        9,051,560
   Series 2005-C1 Class A4
   4.742%, 2/15/30(a)                                    8,960        8,451,968
   Series 2005-C7 Class A4
   5.197%, 11/15/30(a)                                  10,140        9,854,500
   Series 2006-C1 Class A4
   5.156%, 2/15/31(a)                                    9,535        9,240,368
Merrill Lynch Commercial Mortgage Trust
   Series 2006-1 Class A2
   5.439%, 2/12/39(a)                                    8,250        8,250,083
Merrill Lynch Mortgage Trust
   Series 2005-CKI1 Class A6
   5.245%, 11/12/37(a)                                   9,050        8,873,887
   Series 2005-MKB2 Class A2
   4.806%, 9/12/42(a)                                   16,215       15,875,944
Morgan Stanley Capital I
   Series 2005-T17 Class A5
   4.78%, 12/13/41(a)                                   13,195       12,488,408
   Series 2005-HQ5 Class A4
   5.168%, 1/14/42(a)                                   16,915       16,436,475
   Series 2004-T13 Class A2
   3.94%, 9/13/45(a)                                     9,275        8,795,112
                                                                ---------------
Total Commercial Mortgage-Backed Securities
(cost $317,595,289)                                                 307,225,034
================================================================================
ASSET-BACKED SECURITIES--6.2%
- --------------------------------------------------------------------------------
Aegis Asset Backed Securities Trust
   Series 2004-3 Class A2A
   5.018%, 9/25/35(a)(b)                                 4,042        4,044,055
American Express Credit Account Master Trust
   Series 2005-1 Class A
   4.779%, 10/15/12(a)(b)                                9,305        9,310,862
Asset Backed Funding Corp.
   Series 2003-WF1 Class A2
   5.331%, 12/25/32(a)(b)                                3,555        3,583,880
Bank One Issuance Trust
   Series 2004-A4 Class A4
   4.789%, 2/16/10(a)(b)                                 9,890        9,895,736
Bear Stearns Asset Backed Securities, Inc.
   Series 2005-SD1 Class 1A1
   4.968%, 4/25/22(a)(b)                                 3,636        3,635,803
Capital Auto Receivables Asset Trust
   Series 2005-SN1A Class A3A
   4.10%, 6/15/08(a)                                    11,915       11,782,863
Citifinancial Mortgage Securities, Inc.
   Series 2003-1 Class AFPT
   3.36%, 1/25/33(a)                                     3,215        2,961,201
Credit-Based Asset Servicing &
   Securities Trust
   Series 2005-CB7 Class AF2
   5.147%, 11/25/35(a)                                   7,695        7,565,185
CS First Boston Mortgage Securities Corp.
   Series 2006-1 Class A2
   5.30%, 5/25/36(a)                                     4,135        4,118,253
GE-WMC Mortgage Securities LLC
   Series 2005-2 Class A2B
   4.988%, 12/25/35(a)(b)                                8,945        8,934,177
Home Equity Mortgage Trust
   Series 2005-2 Class A1
   4.998%, 7/25/35(a)                                    3,616        3,615,836
   Series 2005-4 Class A3
   4.742%, 1/25/36(a)                                    8,695        8,549,359
Household Home Equity Loan Trust
   Series 2005-3 Class A1
   5.036%, 1/20/35(a)(b)                                 9,522        9,530,814
   HSI Asset Securitization Corp. Trust
   Series 2006-OPT2 Class 2A1
   4.898%, 1/25/36(a)                                    8,473        8,472,940
Master Asset Backed Securities Trust
   Series 2004-HE1 Class A1
   5.218%, 9/25/34(a)                                   13,223       13,268,064


                     Schedule of Investments--Intermediate Duration Portfolio  5



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
MBNA Credit Card Master Note Trust
   Series 2001-A5 Class A5
   4.959%, 3/15/11(a)                                $  30,140  $    30,299,441
Merrill Lynch Mortgage Investment, Inc.
   Series 2006-A1 Class A1
   6.233%, 3/25/36(a)                                   17,720       17,837,661
Morgan Stanley ABS Capital I
   Series 2004-HE4 Class A3
   5.018%, 5/25/34(a)(b)                                    46           45,887
Novastar Home Equity Loan
   Series 2001-1 Class A1
   5.378%, 7/25/31(a)                                    2,304        2,304,376
Residential Asset Mortgage Products, Inc.
   Series 2005-RS1 Class AII1
   4.928%, 1/25/35(a)                                    3,440        3,439,789
   Series 2005-RS3 Class AIA2
   4.988%, 3/25/35(a)                                    8,945        8,940,796
   Series 2005-RZ1 Class A2
   5.018%, 4/25/35(a)(b)                                12,390       12,390,000
Residential Asset Securities Corp.
   Series 2004-KS7 Class AI1
   4.968%, 10/25/21(a)(b)                                  255          255,454
   Series 2002-KS7 Class A2
   5.188%, 11/25/32(a)                                   2,032        2,036,661
   Series 2003-KS3 Class A2
   5.118%, 5/25/33(a)(b)                                 1,239        1,240,547
Residential Funding Mortgage Securities II
   Series 2005-HI2 Class A3
   4.46%, 5/25/35(a)                                     6,000        5,888,460
Saxon Asset Securities Trust
   Series 2005-4 Class A2B
   4.998%, 11/25/37(a)(b)                                9,225        9,225,000
SLM Student Loan Trust
   Series 2003-C Class A1
   5.01%, 9/15/16(a)(b)                                  9,274        9,282,658
Specialty Underwriting & Residential Finance
   Series 2006-BC1 Class A2A
   4.65%, 12/25/36(a)                                    8,564        8,563,643
Structured Asset Investment Loan Trust
   Series 2004-5 Class A2
   4.998%, 5/25/34(a)(b)                                   568          567,943
   Series 2006-1 Class A1
   4.898%, 1/25/36(a)                                    7,985        7,985,829
                                                                ---------------
Total Asset-Backed Securities
(cost $230,298,493)                                                 229,573,173
================================================================================
COLLATERALIZED MORTGAGE OBLIGATIONS--5.1%
- --------------------------------------------------------------------------------
American Home Mortgage Investment Trust
   Series 2005-4 Class 5A
   5.35%, 11/25/45(a)                                   18,744       18,664,723
Bear Stearns Alt-A Trust
   Series 2005-10 Class 24A1
   5.993%, 1/25/36(a)                                   16,320       16,396,621
   Series 2006-1 Class 22A1
   5.453%, 2/25/36(a)                                   20,567       20,419,957
   Series 2006-2 Class 23A1
   6.00%, 3/25/36(a)                                    17,482       17,513,817
Citigroup Mortgage Loan Trust, Inc.
   Series 2005-2 Class 1A4
   5.126%, 5/25/35(a)                                   21,422       21,020,168
IndyMac Index Mortgage Loan Trust
   Series 2006-AR7 Class 4A1
   6.265%, 3/25/36(a)                                   11,037       11,124,744
J.P. Morgan Alternative Loan Trust
   Series 2006-S1 Class 3A1
   4.715%, 3/25/36(a)                                    8,108        8,108,078
Residential Accredit Loans, Inc.
   Series 2006-QS2 Class 1A9
   5.50%, 2/25/36(a)                                    20,116       19,977,485
Residential Funding Mortgage Securities, Inc.
   Series 2005-SA3 Class 3A
   5.249%, 8/25/35(a)                                   13,477       13,249,063
Structured Adjustment Mortgage Loan Trust
   Series 2006-3 Class 2A1
   4.017%, 4/25/36(a)                                   15,413       15,473,203
Structured Asset Mortgage Investment, Inc.
   Series 2004-AR5 Class 1A1
   5.106%, 10/19/34(a)                                  21,324       21,313,472
Washington Mutual, Inc.
   Series 2005-AR2 Class 2A22
   5.038%, 1/25/45(a)(b)                                 5,647        5,647,378
                                                                ---------------
Total Collateralized Mortgage Obligations
(cost $189,591,551)                                                 188,908,709
================================================================================
U.S. DOLLAR SOVEREIGN DEBT--2.2%
- --------------------------------------------------------------------------------
Brazilian (Republic of)
   8.25%, 1/20/34(a)                                    32,180       35,446,270
Panama (Republic of)
   6.70%, 1/26/36(a)                                     7,135        7,117,163
Peru (Republic of)
   7.35%, 7/21/25(a)                                     8,100        7,938,000
Russian Federation
   5.00%, 3/31/30(a)(d)                                 14,580       15,950,520
Ukraine (Republic of)
   7.65%, 6/11/13(a)                                     6,700        7,028,300
   7.50%, 4/08/33(a)                                     6,595        7,353,425
                                                                ---------------
Total U.S. Dollar Sovereign Debt
(cost $79,741,466)                                                   80,833,678
================================================================================
SHORT-TERM INVESTMENTS--27.5%
- --------------------------------------------------------------------------------
U.S. Government & Government Sponsored
Agency Obligations--3.0%
Federal Home Loan Mortgage Corp.
   Zero Coupon, 5/11/06(f)                              24,930       24,810,510
Federal National Mortgage Association
   Zero Coupon, 4/03/06(e)(f)                           46,550       46,463,230
   Zero Coupon, 4/18/06(f)                              40,000       40,000,000
                                                                ---------------
                                                                    111,273,740
                                                                ---------------


6  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                                        Principal Amount (000)     U.S. $ Value
================================================================================
U.S. Treasury Bills--0.1%
United States Treasury Bills
   4.55%, 5/04/06(f)                                 $   3,760  $     3,745,835
                                                                ---------------
Commercial Paper--24.4%
ABN Amro Finance
   4.63%, 4/12/06(f)                                    50,000       49,942,125
AIG Funding, Inc.
   4.63%, 4/12/06(f)                                    50,000       49,942,125
Bank of Montreal
   4.615%, 4/12/06(f)                                   50,000       49,942,312
Barclays Bank
   4.63%, 4/12/06(f)                                    50,000       49,942,125
Bear Stearns & Co., Inc.
   4.66%, 4/12/06(f)                                    50,000       49,941,750
BNP Paribas Finance
   4.62%, 4/12/06(f)                                    50,000       49,942,250
Canadian Imperial Holdings
   4.63%, 4/12/06(f)                                    50,000       49,942,125
Citigroup Funding, Inc.
   4.63%, 4/12/06(f)                                    50,000       49,942,125
Depfa Bank plc
   4.655%, 4/12/06(f)                                   50,000       49,941,813
Deutsche Bank
   4.62%, 4/12/06(f)                                    50,000       49,942,250
Dexia Delaware LLC
   4.64%, 4/12/06(f)                                    50,000       49,942,125
GE Capital Corp.
   4.64%, 4/12/06(f)                                    50,000       49,942,000
Prudential Funding LLC
   4.64%, 4/12/06(f)                                    50,000       49,942,000
Royal Bank of Scotland plc
   4.615%, 4/12/06(f)                                   50,000       49,942,312
Societe Generale, Inc.
   4.64%, 4/12/06(f)                                    50,000       49,942,000
State Street Corp.
   4.64%, 4/12/06(f)                                    50,000       49,942,000
Toyota Motor Credit Co.
   4.63%, 4/12/06(f)                                    50,000       49,942,125
UBS Finance, LLC
   4.83%, 4/03/06(f)                                    50,000       50,000,000
                                                                ---------------
                                                                    899,015,562
                                                                ---------------
Total Short-Term Investments
(cost $1,014,035,137)                                             1,014,035,137
                                                                ---------------
Total Investments--125.8%
(cost $4,682,383,175)(g)                                          4,636,043,933

Other assets less liabilities--(25.8)%                             (949,971,047)
                                                                ---------------
Net Assets--100%                                                $ 3,686,072,886
                                                                ---------------

================================================================================
INTEREST RATE SWAP CONTRACTS
- --------------------------------------------------------------------------------



                                                                          Rate Type
                                                             ----------------------------------
                                                                 Payments                           Unrealized
                        Notional Amount                      Received by the   Payments Made by   Appreciation/
Swap Counterparty            (000)        Termination Date       Portfolio       the Portfolio    (Depreciation)
- ---------------------------------------------------------------------------------------------------------------
                                                                                   
Lehman Brothers              43,445           11/02/07       3 month LIBOR+          4.814%         $ 153,234
Lehman Brothers             116,000           10/28/07            BMA*               4.800%           384,722
Lehman Brothers             107,000            1/23/08       3 month LIBOR+          4.777%          (981,901)


*     Variable interest based on the BMA (Bond Market Association) Municipal
      Swap Index, which fluctuates weekly.

+     LIBOR (London Interbank Offered Rate).

================================================================================
CREDIT DEFAULT SWAP CONTRACTS
- --------------------------------------------------------------------------------



                                                                                  Unrealized
Swap Counterparty &     Notional Amount                                          Appreciation/
Referenced Obligation        (000)          Interest Rate    Termination Date   (Depreciation)
- ----------------------------------------------------------------------------------------------
                                                                    
Sell Contracts
JP Morgan Chase
Dow Jones High Volume
4.00%, 6/20/10               87,500             0.90%             6/20/10          $ (84,469)

JP Morgan Chase
Dow Jones High Volume
4.00%, 6/20/10               17,000             0.90%             6/20/10            232,746



                     Schedule of Investments--Intermediate Duration Portfolio  7



================================================================================
FORWARD EXCHANGE CURRENCY CONTRACTS
- --------------------------------------------------------------------------------



                                         Contract                                          Unrealized
                                          Amount       U.S. $ Value on        U.S. $      Appreciation/
                                           (000)      Origination Date   Current Value   (Depreciation)
- -------------------------------------------------------------------------------------------------------
                                                                           
Purchase Contracts
Japanese Yen         Settling 4/03/06   16,243,345      $ 138,764,766    $ 138,068,113    $ (696,653)
Sales Contracts
Australian Dollar    Settling 4/26/06      101,974         73,149,169       72,967,116       182,053
Japanese Yen         Settling 4/03/06   16,243,345        139,547,636      138,068,113     1,479,523
Japanese Yen         Settling 5/08/06    8,759,881         74,971,384       74,833,934       137,450
Mexican Peso         Settling 4/25/06      551,137         50,779,009       50,550,282       228,727
Polish Zloty         Settling 4/11/06      119,961         37,210,306       37,080,007       130,299
Swedish Krona        Settling 4/20/06    1,102,646        143,387,914      141,787,797     1,600,117


================================================================================
FINANCIAL FUTURES CONTRACTS SOLD
- --------------------------------------------------------------------------------



                     Number of                                           Value at      Unrealized
Type                 Contracts   Expiration Month   Original Value   March 31, 2006   Depreciatin
- -------------------------------------------------------------------------------------------------
                                                                       
U.S. Treasury Bonds
Futures                 235          June 2006      $  25,651,037     $ 25,651,719      $ (682)


- --------------------------------------------------------------------------------
(a)   Positions, or portion thereof, with an aggregate market value of
      $2,694,379,059 have been segregated to collateralize open forward exchange
      currency contracts.

(b)   Variable rate coupon, rate shown as of March 31, 2006.

(c)   When-issued security.

(d)   Security is exempt from registration under Rule 144A of the Securities Act
      of 1933. These securities are considered liquid and may be resold in
      transactions exempt from registration, normally to qualified institutional
      buyers. At March 31, 2006, the aggregate market value of these securities
      amounted to $106,860,939 or 2.9% of net assets.

(e)   Represents entire or partial position segregated as collateral for swaps.

(f)   Represents entire or partial position segregated as collateral for when
      issued securities.

(g)   At March 31, 2006, the cost basis of investment securities owned was
      substantially identical for both book and tax. Gross unrealized
      appreciation of investments was $11,917,341 and gross unrealized
      depreciation of investments was $58,256,583, resulting in net unrealized
      depreciation of $46,339,242 (excluding swap and future transactions).

- --------------------------------------------------------------------------------
Explanation of abbreviation:

TBA-To Be Announced

Currency Abbreviations:

AUD--Australian Dollar
JPY--Japanese Yen
MXN--Mexican Peso
PLN--Polish Zloty
SEK--Swedish Krona

Please note: The industry classifications presented herein are based on the
industry categorization methodology of the Adviser.

See notes to financial statements.


8  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                         Sanford C. Bernstein Fund, Inc.
                             Schedule of Investments
                          Short Duration Plus Portfolio
                           March 31, 2006 (Unaudited)
- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
U.S. GOVERNMENT & GOVERNMENT SPONSORED
AGENCY OBLIGATIONS--40.1%
Federal Agency--16.2%
Federal Home Loan Mortgage Corp.
   3.75%, 8/03/07                                    $   9,940  $     9,766,159
   4.00%, 8/17/07                                       11,370       11,203,168
   3.875%, 6/15/08                                      31,870       31,086,317
   Callable 11/03/06 @ 100
   4.90%, 11/03/08                                       4,295        4,238,306
Federal National Mortgage Association
   Callable 11/28/06 @ 100
   4.90%, 11/28/07                                       4,645        4,621,775
   Callable 2/27/07 @ 100
   5.00%, 2/27/08                                        7,250        7,215,925
   4.25%, 5/15/09                                        5,305        5,175,203
                                                                ---------------
                                                                     73,306,853
                                                                ---------------
Federal Agency--Collateralized
Mortgage Obligations-1.1%
Federal Home Loan Mortgage Corp.
   Series 2974 Class AM
   4.60%, 8/15/29                                        4,838        4,714,027
Federal Agency--Commercial
Mortgage Backed Securities--0.3%
Federal National Mortgage Association
   Series 2000-M2 Class B
   7.079%, 2/17/21                                       1,381        1,387,700
                                                                ---------------
                                                                      6,101,727
                                                                ---------------
Mortgage Pass Thru's-14.1%
Federal Home Loan Mortgage Corp.
   9.00%, 3/17/08                                           60           59,626
   7.00%, 5/01/35                                        6,069        6,251,046
Federal National Mortgage Association
   6.00%, 12/01/13-2/01/17                               5,709        5,786,929
   7.50%, 3/01/15                                          425          445,216
   8.00%, 8/01/16                                          718          760,132
   7.00%, 9/01/25-11/01/34                              17,060       17,587,041
   5.00%, TBA(a)                                        11,760       11,462,331
   5.50%, TBA(a)                                        11,520       11,448,000
   6.00%, TBA(a)                                         9,500        9,497,036
Government National Mortgage Association
   7.50%, 3/15/32                                          748          784,429
                                                                ---------------
                                                                     64,081,786
                                                                ---------------
U.S. Treasury Notes--8.4%
United States Treasury Notes
   3.625%, 4/30/07                                       2,210        2,181,339
   3.50%, 5/31/07                                       36,505       35,944,575
                                                                ---------------
                                                                     38,125,914
                                                                ---------------
Total U.S. Government & Government
Sponsored Agency Obligations
(cost $183,261,966)                                                 181,616,280
                                                                ---------------
================================================================================
CORPORATE DEBT OBLIGATIONS--24.0%
- --------------------------------------------------------------------------------
Automotive--0.9%
DaimlerChrysler North America
   4.125%, 3/07/07                                       3,370        3,333,324
   4.875%, 6/15/10                                         970          934,840
                                                                ---------------
                                                                      4,268,164
                                                                ---------------
Banking--0.5%
Washington Mutual Bank
   4.50%, 8/25/08                                        2,305        2,261,293
                                                                ---------------
Broadcasting/Media--1.2%
AOL Time Warner, Inc.
   6.125%, 4/15/06                                       5,200        5,201,035
                                                                ---------------
Building/Real Estate--1.3%
Simon Property Group, LP
   6.375%, 11/15/07                                      2,150        2,181,128
                                                                ---------------
Vornado Realty LP
   5.625%, 6/15/07                                       3,590        3,594,387
                                                                ---------------
                                                                      5,775,515
                                                                ---------------
Cable--1.9%
British Sky Broadcasting Group plc
   6.875%, 2/23/09                                       3,665        3,792,949
Comcast Cable Communications, Inc.
   8.375%, 5/01/07                                       4,750        4,896,191
                                                                ---------------
                                                                      8,689,140
                                                                ---------------
Communications--1.1%
Sprint Capital Corp.
   6.00%, 1/15/07                                        5,140        5,164,389
                                                                ---------------
Communications--Mobile-0.8%
Cingular Wireless LLC
   5.625%, 12/15/06                                      3,720        3,729,170
                                                                ---------------
Financial--7.8%
CIT Group, Inc.
   7.375%, 4/02/07                                       7,310        7,450,484
Countrywide Home Loans, Inc.
   5.625%, 5/15/07                                       7,695        7,717,800
Goldman Sachs Group, Inc.
   4.125%, 1/15/08                                       6,390        6,264,392
International Lease Finance Corp.
   5.625%, 6/01/07                                       6,025        6,028,030
Merrill Lynch & Co., Inc.
   6.56%, 12/16/07                                       7,725        7,882,011
                                                                ---------------
                                                                     35,342,717
                                                                ---------------


                       Schedule of Investments--Short Duration Plus Portfolio  9



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Food/Beverage--1.5%
General Mills, Inc.
   5.125%, 2/15/07                                   $   2,250  $     2,246,373
The Kroger Co.
   7.80%, 8/15/07                                        4,205        4,330,128
                                                                ---------------
                                                                      6,576,501
                                                                ---------------
Healthcare--1.6%
Anthem, Inc.
   3.50%, 9/01/07                                        3,470        3,374,349
Wellpoint, Inc.
   3.75%, 12/14/07                                       3,864        3,762,860
                                                                ---------------
                                                                      7,137,209
                                                                ---------------
Insurance--0.9%
Marsh & McLennan Cos., Inc.
   5.375%, 3/15/07                                       4,220        4,208,399
                                                                ---------------
Non-Air Transportation--0.5%
CSX Corp.
   6.25%, 10/15/08                                       2,180        2,226,286
                                                                ---------------
Paper/Packaging--0.1%
Weyerhaeuser Co.
   6.125%, 3/15/07                                         456          458,035
                                                                ---------------
Public Utilities--Electric & Gas--2.2%
Duke Energy Corp.
   3.75%, 3/05/08                                        4,137        4,019,538
Pacific Gas & Electric Co.
   3.60%, 3/01/09                                        2,450        2,329,935
Progress Energy, Inc.
   6.05%, 4/15/07                                        3,715        3,737,056
                                                                ---------------
                                                                     10,086,529
                                                                ---------------
Service--0.7%
Waste Management, Inc.
   6.50%, 11/15/08                                       3,045        3,123,104
                                                                ---------------
Supermarket/Drug--0.8%
Safeway, Inc.
   6.50%, 11/15/08                                       3,600        3,663,986
                                                                ---------------
Technology--0.2%
Oracle Corp.
   5.00%, 1/15/11(b)                                     1,005          981,578
                                                                ---------------
Total Corporate Debt Obligations
(cost $110,526,872)                                                 108,893,050
                                                                ---------------
================================================================================
ASSET-BACKED SECURITIES--13.4%
- --------------------------------------------------------------------------------
Ace Securities Corp.
   Series 2003-0P1 Class A2
   5.18%, 12/25/33(c)                                    1,207        1,207,305
American General Mortgage Loan Trust
   Series 2003-1 Class A3
   4.03%, 4/25/33                                        1,680        1,624,255
Bayview Financial Acquisition Trust
   Series 2005-C Class A1B
   5.11%, 6/28/44(c)                                     2,330        2,332,913
Capital Auto Receivables Asset Trust
   Series 2005-SN1A Class A3A
   4.10%, 6/15/08                                        1,995        1,972,876
Citibank Credit Card Issuance Trust
   Series 2004-A4 Class A4
   3.20%, 8/24/09                                        3,000        2,920,770
Citifinancial Mortgage Securities, Inc.
   Series 2003-1 Class AFPT
   3.36%, 1/25/33                                        1,250        1,151,170
Countrywide Asset-Backed Certificates
   Series 2003-BC1 Class A
   5.22%, 3/25/33(c)                                       277          277,971
Credit-Based Asset Servicing & Securities, Inc.
   Series 2003-CB3 Class AF1
   2.879%, 12/25/32                                      1,636        1,581,887
   Series 2005-CB4 Class AF2
   4.751%, 8/25/35                                       3,850        3,768,274
   Series 2005-RP2 Class AF2
   5.75%, 9/25/35                                        1,200        1,202,987
First Franklin Mortgage Loan
   Asset-Backed Certificates
   Series 2000-FF1 Class A
   5.28%, 9/25/30(c)                                       305          305,331
Home Equity Mortgage Trust
   Series 2005-3 Class M1
   5.36%, 11/25/35(c)                                    3,825        3,842,212
HSI Asset Securitization Corp. Trust
   Series 2006-OPT1 Class 2A1
   4.90%, 12/25/35(c)                                    4,323        4,320,304
   Series 2006-OPT2 Class 2A1
   4.90%, 1/25/36(c)                                     3,587        3,586,764
Irwin Home Equity
   Series 2005-C Class 2A1
   5.07%, 4/25/30(c)                                     1,818        1,818,663
Lehman XS Trust
   Series 2006-3 Class M1
   5.27%, 3/25/36(c)                                     1,000        1,003,130
Long Beach Mortgage Loan Trust
   Series 2003-1 Class M2
   6.87%, 3/25/33(c)                                     5,660        5,716,600
   Series 2004-3 Class M2
   5.418%, 7/25/34(c)                                    6,700        6,730,083
Master Asset Backed Securities Trust
   Series 2004-HE1 Class A3
   5.18%, 9/25/34(c)                                     1,059        1,059,485
   Series 2004-HE1 Class A1
   5.22%, 9/25/34(c)                                     1,829        1,835,386
   Series 2004-WMC3 Class A4
   5.11%, 10/25/34(c)                                    1,769        1,770,374
Providian Gateway Master Trust
   Series 2004-DA Class A
   3.35%, 9/15/11                                        2,000        1,947,900
Residential Asset Mortgage Products, Inc.
   Series 2004-RS4 Class AI4
   4.911%, 4/25/34                                       2,120        2,091,507


10  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Residential Asset Securities Corp.
   Series 2003-KS8 Class A2B2
   4.27%, 10/25/33                                   $      28  $        28,244
Structured Asset Investment Loan Trust
   Series 2006-1 Class A1
   4.90%, 1/25/36(c)                                     3,140        3,140,465
Winston Funding Ltd.
   Series 2003-1 Class A2
   5.51%, 4/23/09(b)(c)                                  3,500        3,508,750
                                                                ---------------
Total Asset-Backed Securities
(cost $61,003,603)                                                   60,745,606
                                                                ---------------
================================================================================
COLLATERALIZED MORTGAGE OBLIGATIONS--11.8%
- --------------------------------------------------------------------------------
American Home Mortgage Investment Trust
   Series 2004-3 Class MF1
   5.35%, 10/25/34(c)                                    2,000        1,928,260
   Series 2004-4 Class M2
   5.87%, 2/25/45(c)                                     2,860        2,845,700
   Series 2005-2 Class 2A1
   6.39%, 9/25/45(c)                                     2,203        2,224,573
   Series 2005-4 Class 5A
   5.35%, 11/25/45(c)                                    3,074        3,061,109
Bear Stearns Alt-A Trust
   Series 2005-10 Class 24A1
   5.99%, 1/25/36(c)                                     1,052        1,057,095
   Series 2006-1 Class 22A1
   5.45%, 2/25/36                                        2,811        2,791,625
   Series 2006-2 Class 23A1
   6.00%, 3/25/36                                        1,700        1,703,094
Citicorp Mortgage Securities, Inc.
   Series 2004-7 Class 1A1
   5.25%, 9/25/34                                           49           48,109
Citigroup Mortgage Loan Trust, Inc.
   Series 2005-2 Class 1A4
   5.13%, 5/25/35                                        1,853        1,817,768
Countrywide Home Loans
   Series 2005-12 Class 1A5
   5.25%, 5/25/35                                        4,568        4,464,189
Credit Suisse First Boston Mortgage
   Securities Corp.
   Series 2004-2R Class A1
   5.02%, 12/28/33(b)(c)                                 2,912        2,567,632
   Series 2005-11 Class 3A6
   5.50%, 12/25/35                                       3,485        3,445,236
Deutsche Alt-A Securities, Inc. Mortgage Loan
   Series 2005-AR1 Class 1A1
   5.13%, 8/25/35(c)                                     2,169        2,161,199
First Horizon Alternative Mortgage Securities
   Series 2005-FA11 Class 1A5
   5.75%, 2/25/36                                        2,313        2,316,352
IndyMac Index Mortgage Loan Trust
   Series 2006-AR7 Class 4A1
   6.27%, 5/25/36                                        1,090        1,098,665
Merrill Lynch Mortgage Investors, Inc.
   Series 2005-A8 Class A1C1
   5.25%, 8/25/36                                        1,666        1,652,892
MLCC Mortgage Investors, Inc.
   Series 2003-F Class A1
   5.14%, 10/25/28(c)                                    4,804        4,811,376
   Series 2004-A Class A1
   5.05%, 4/25/29(c)                                     4,073        4,074,299
Residential Accredit Loans, Inc.
   Series 2006-QS2 Class 1A9
   5.50%, 2/25/36                                        3,295        3,272,343
Residential Funding Mortgage Securities, Inc.
   Series 2005-SA3 Class 3A
   5.25%, 8/25/35                                        1,852        1,821,177
Structured Adjustable Rate Mortgage Loan
   Series 2005-5 Class A3
   5.05%, 5/25/35(c)                                     1,224        1,224,213
Structured Asset Securities Corp.
   Series 2002-11A Class 1A
   5.59%, 6/25/32                                        1,581        1,581,169
   Series 2003-21 Class 2A1
   4.00%, 8/25/33                                           54           52,352
Washington Mutual
   Series 2005-AR7 Class A4
   4.94%, 8/25/35                                        1,463        1,438,616
                                                                ---------------
Total Collateralized Mortgage Obligations
(cost $54,169,273)                                                   53,459,043
                                                                ---------------
================================================================================
COMMERCIAL MORTGAGE-BACKED SECURITIES-5.5%
- --------------------------------------------------------------------------------
Asset Securitization Corp.
   Series 1996-MD6 Class A1C
   7.04%, 11/13/29                                       6,393        6,392,830
Commercial Mortgage Acceptance Corp.
   Series 1997-ML1 Class A2
   6.53%, 12/15/30                                         458          459,645
Credit Suisse First Boston Mortgage
   Securities Corp.
   Series 2005-TF2A Class G
   5.30%, 9/15/20(c)                                     1,065        1,065,000
   Series 2005-TF2A Class F
   5.25%, 9/15/20(c)                                     1,065        1,065,000
First Union Lehman Brothers Bank of America
   Series 1998-C2 Class A2
   6.56%, 11/18/35                                       3,675        3,738,077
LB-UBS Commercial Mortgage Trust
   Series 2004-C7 Class A2
   3.99%, 10/15/29                                       3,385        3,237,786
Lehman Brothers Floating Rate
   Commercial Mortgage Trust
   Series 2005-LLFA Class F
   5.079%, 7/15/18                                       1,550        1,550,000
Morgan Stanley Capital I
   Series 2005-XLF Class G
   5.119%, 8/15/19                                       2,645        2,645,000


                      Schedule of Investments--Short Duration Plus Portfolio  11



- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Nomura Asset Securities Corp.
   Series 1998-D6 Class A1B
   6.59%, 3/15/30                                    $   4,910  $     5,017,676
                                                                ---------------
Total Commercial Mortgage-Backed Securities
(cost $26,076,894)                                                   25,171,014
                                                                ---------------
================================================================================
SHORT-TERM INVESTMENTS--11.6%
- --------------------------------------------------------------------------------
Commercial Paper--7.4%
Deutsche Bank
   4.62%, 4/12/06(d)                                    15,000       14,982,675
Barclays Fund
   4.63%, 4/12/06(d)                                    15,000       14,982,638
Royal Bank Scotland plc
   4.755%, 11/12/07(d)                                   3,500        3,500,169
                                                                ---------------
                                                                     33,465,482
                                                                ---------------
U.S. Government & Government
Sponsored Agency Obligations--4.2%
Federal Home Loan Bank
   Zero Coupon, 4/03/06(d)                              19,000       19,000,000
                                                                ---------------
Total Short-Term Investments
(cost $52,465,482)                                                   52,465,482
                                                                ---------------
Total Investments--106.4%
(cost $487,504,090)(e)                                              482,350,475
Other assets less liabilities--(6.4)%                               (29,188,462)
                                                                ---------------
Net Assets--100%                                                $   453,162,013
                                                                ---------------

================================================================================
INTEREST RATE SWAP CONTRACTS
- --------------------------------------------------------------------------------



                                                                       Rate Type
                                                          ----------------------------------
                                                              Payments                           Unrealized
                     Notional Amount                      Received by the   Payments Made by    Appreciation/
Swap Counterparty         (000)        Termination Date      Portfolio        the Portfolio    (Depreciation)
- -------------------------------------------------------------------------------------------------------------
                                                                                
Lehman Brothers          14,000             1/27/08        3 month LIBOR+        4.835%          $ (20,331)


+     LIBOR (London Interbank Offered Rate).

- --------------------------------------------------------------------------------
(a)   When-issued security.

(b)   Security is exempt from registration under rule 144A of the Securities Act
      of 1933. This security is considered liquid and may be resold in
      transactions exempt from registration, normally to qualified institutional
      buyers. At March 31, 2006, the market value of securities amounted to
      $7,057,960 or 1.6% of net assets.

(c)   Variable rate coupon, rate shown as of March 31, 2006.

(d)   Represents entire or partial position segregated as collateral for when
      issued securities.

(e)   At March 31, 2006, the cost basis of investment securities owned was
      substantially identical for both book and tax. Gross unrealized
      appreciation of investments was $90,985 and gross unrealized depreciation
      of investments was $5,244,600, resulting in net unrealized depreciation of
      $5,153,615 (excluding swap transactions).

Explanation of abbreviation:

TBA--To Be Announced

See notes to financial statements.


12  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                         Sanford C. Bernstein Fund, Inc.
                             Schedule of Investments
                    U.S. Government Short Duration Portfolio
                           March 31, 2006 (Unaudited)
- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
U.S. GOVERNMENT & GOVERNMENT SPONSORED
AGENCY OBLIGATIONS--94.6%
- --------------------------------------------------------------------------------
Federal Agency--46.8%
Federal Farm Credit Bank
   2.05%, 6/12/06 (a)                                $   4,000  $     3,977,432
   3.25%, 6/15/07                                        5,000        4,891,830
Federal Home Loan Bank
   2.04%, 6/12/06 (a)                                    4,000        3,977,360
   2.875%, 8/15/06                                         450          446,542
   3.625%, 6/20/07                                         800          785,989
   4.75%, 8/08/07                                        4,000        3,980,772
   4.625%, 2/08/08                                       4,200        4,166,253
   3.00%, 4/15/09                                        1,405        1,321,834
Federal Home Loan Mortgage Corp.
   Callable 11/03/06 @ 100
   4.90%, 11/03/08                                         845          833,846
Federal National Mortgage Association
   Callable 11/28/06 @ 100
   4.90%, 11/28/07                                         825          820,875
   3.80%, 1/18/08                                          250          244,046
   5.75%, 2/15/08                                        8,260        8,356,840
   Callable 2/27/07 @ 100
   5.00%, 2/27/08                                        1,260        1,254,078
   4.25%, 5/15/09                                          830          809,692
   6.625%, 9/15/09                                       2,500        2,615,303
                                                                ---------------
                                                                     38,482,692
                                                                ---------------
Federal Agency--Collateralized
Mortgage Obligations--0.3%
Federal National Mortgage Association
   Series 2000-M2 Class B
   7.08%, 2/17/21(b)                                       238          239,370
                                                                ---------------
Mortgage Pass Thru's--13.4%
Federal Home Loan Mortgage Corp.
   7.00%, 4/01/32-5/01/35                                1,263        1,300,972
Federal National Mortgage Association
   6.00%, 12/01/13-11/01/16                              1,278        1,295,208
   7.50%, 3/01/15                                          152          159,006
   8.00%, 7/01/17                                          272          287,861
   7.00%, 2/01/31-9/01/33                                2,349        2,422,626
   5.00%, TBA(c)                                         2,085        2,032,224
   5.50%, TBA(c)                                         2,125        2,111,719
   6.00%, TBA(c)                                         1,400        1,399,563
                                                                ---------------
                                                                     11,009,179
                                                                ---------------
U.S. Treasury Notes--34.1%
United States Treasury Notes
   3.00%, 12/31/06                                       4,940        4,872,267
   3.75%, 3/31/07-5/15/08                                6,930        6,808,422
   3.50%, 5/31/07                                       16,640       16,384,543
                                                                ---------------
                                                                     28,065,232
                                                                ---------------
Total U.S. Government & Government
Sponsored Agency Obligations
(cost $78,515,947)                                                   77,796,473
                                                                ---------------
================================================================================
COLLATERALIZED MORTGAGE OBLIGATIONS--4.9%
- --------------------------------------------------------------------------------
American Home Mortgage Investment Trust
   Series 2005-2 Class 2A1
   6.39%, 9/25/45(b)                                       387          390,545
Bear Stearns Alt-A Trust
   Series 2005-10 Class 24A1
      5.99%, 1/25/36                                       818          821,461
   Series 2006-2 Class 23A1
      6.00%, 3/25/36                                       305          305,555
Countrywide Home Loans
   Series 2005-12 Class 1A5
   5.25%, 5/25/35                                          783          765,093
MLCC Mortgage Investors, Inc.
   Series 2004-A Class A1
   5.05%, 4/25/29(b)                                       739          739,172
Structured Asset Securities Corp.
   Series 2003-23H Class 1A1
   5.50%, 7/25/33                                        1,015          995,782
                                                                ---------------
Total Collateralized Mortgage Obligations
(cost $4,084,445)                                                     4,017,608
                                                                ---------------
================================================================================
ASSET-BACKED SECURITIES-1.0%
- --------------------------------------------------------------------------------
Ace Securities Corp.
   Series 2003-0P1 Class A2
   5.18%, 12/25/33(b)                                      183          183,469
Capital Auto Receivables Asset Trust
   Series 2005-SN1A Class A3A
   4.10%, 6/15/08                                          345          341,174
Residential Asset Securities Corp.
   Series 2003-KS8 Class A2B2
   5.26%, 10/25/33(b)                                      341          341,496
                                                                ---------------
Total Asset-Backed Securities
(cost $871,421)                                                         866,139
                                                                ---------------


            Schedule of Investments--U.S. Government Short Duratio Portfolio  13



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
SHORT-TERM INVESTMENT--5.2%
- ------------------------------------
U.S. Government Agency--5.2%
Federal National Mortgage Association
   Zero Coupon, 5/10/06 (a)                          $   4,260  $     4,240,166
                                                                ---------------
Total Investments--105.7%
(cost $87,711,979)(d)                                                86,920,386
Other assets less liabilities--(5.7)%                                (4,650,907)
                                                                ---------------
Net Assets--100%                                                $    82,269,479
                                                                ---------------

(a)   Represents entire or partial position segregated as collateral for when
      issued securities

(b)   Variable rate coupon, rate shown as of March 31, 2006.

(c)   When-issued security.

(d)   At March 31, 2006, the cost basis of investment securities owned was
      substantially identical for both book and tax. Gross unrealized
      appreciation of investments was $4,539 and gross unrealized depreciation
      of investments was $796,132, resulting in net unrealized depreciation of
      $791,593.

Explanation of abbreviation:

TBA--To Be Announced

See notes to financial statements.


14  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



- --------------------------------------------------------------------------------
                       Sanford C. Bernstein Fund II, Inc.
                             Schedule of Investments
                  Intermediate Duration Institutional Portfolio
                           March 31, 2006 (Unaudited)

- --------------------------------------------------------------------------------
                                        Principal Amount (000)      U.S. $ Value
================================================================================
U.S. GOVERNMENT & GOVERNMENT SPONSORED
AGENCY OBLIGATIONS--46.8%
- --------------------------------------------------------------------------------
Federal Agency--Collateralized Mortgage Obligations--0.4%
Fannie Mae Grantor Trust
   Series 2004-T5 Class AB4
   4.53%, 5/28/35(a)(b)                              $   1,938  $     1,938,242
   Series 2005-T3 Class A1A
   4.86%, 7/25/35(a)(b)                                    833          832,893
                                                                ---------------
                                                                      2,771,135
                                                                ---------------
Mortgage Pass Thru's-42.7%
Federal Home Loan Mortgage Corp.
   6.00%, 6/01/20(a)                                       578          585,597
   4.50%, 8/01/35-1/01/36                               14,397       13,280,397
   6.00%, TBA(c)                                         3,110        3,108,056
Federal National Mortgage Association
   5.50%, 2/01/09-2/01/35                               59,542       58,550,343
   6.00%, 2/01/17-9/01/35                               29,025       29,097,442
   5.00%, 4/01/19(a)                                    11,557       11,286,409
   6.50%, 5/01/34-1/01/36                                4,131        4,217,368
   4.50%, TBA(c)                                        21,635       20,681,719
   5.00%, TBA(c)                                        30,925       29,681,404
   5.50%, TBA(c)                                        83,360       81,368,333
   6.00%, TBA(c)                                        24,570       24,562,334
   6.50%, TBA(c)                                        26,190       26,681,062
                                                                ---------------
                                                                    303,100,464
                                                                ---------------
U.S. Treasury Bonds--0.8%
United States Treasury Bond
   7.25%, 5/15/16(a)                                     4,560        5,392,911
                                                                ---------------
U.S. Treasury Notes--2.9%
United States Treasury Note
   4.50%, 11/15/15(a)                                   21,625       20,984,705
                                                                ---------------
Total U.S. Government & Government
Sponsored Agency Obligations
(cost $336,575,787)                                                 332,249,215
                                                                ---------------
================================================================================
CORPORATE DEBT OBLIGATIONS-17.7%
- --------------------------------------------------------------------------------
Automotive--0.6%
DaimlerChrysler North America
   4.875%, 6/15/10(a)                                      530          510,789
Ford Motor Credit Co.
   6.50%, 1/25/07(a)                                       740          737,167
   6.625%, 6/16/08(a)                                    1,040          984,348
General Motors Acceptance Corp.
   6.875%, 9/15/11(a)                                    1,265        1,179,080
Hertz Corp.
   Callable 1/01/14 @ 104.44
   8.875%, 1/01/14(a)(d)                                   610          632,875
                                                                ---------------
                                                                      4,044,259
                                                                ---------------
Banking-1.6%
Barclays Bank plc
   Callable 06/15/11 @ 100.00
   8.55%, 9/29/49(a)(b)(d)                               1,400        1,575,179
Huntington National Bank
   Senior Note
   4.375%, 1/15/10(a)                                      980          943,741
J.P. Morgan Chase & Co.
   6.75%, 2/01/11(a)                                     1,820        1,913,213
RBS Capital Trust III
   Callable 9/30/14 @ 100.00
   5.512%, 9/29/49(a)(b)                                 1,950        1,880,888
Royal Bank of Scotland Group Plc
   5.00%, 10/01/14(a)                                      120          115,381
Sumitomo Mitsui Banking Corp.
   Callable 10/15/15 @ 100.00
   5.625%, 7/29/49(a)(b)(d)                                410          397,732
Suntrust Bank
   4.943%, 6/02/09(a)(b)                                 1,015        1,016,523
UFJ Bank Ltd.
   Subordinated Note
   7.40%, 6/15/11(a)                                       280          301,804
UFJ Finance Aruba AEC
   6.75%, 7/15/13(a)                                       500          529,858
Wachovia Capital Trust III
   Callable 3/15/11 @ 100.00
   5.80%, 8/29/49(a)                                     1,230        1,208,449
Wells Fargo & Co.
   Senior Note
   4.20%, 1/15/10(a)                                       955          916,538
Zions Bancorp
   5.50%, 11/16/15(a)                                      805          785,369
                                                                ---------------
                                                                     11,584,675
                                                                ---------------
Broadcasting/Media--1.1%
Allbritton Communications Co.
   Senior Subordinated Note
   Callable 12/15/07 @ 103.88
   7.75%, 12/15/12(a)                                      695          698,475
BSKYB Finance United Kingdom plc
   5.625%, 10/15/15(a)(d)                                1,200        1,156,560
Lamar Media Corp.
   Callable 8/15/15 @ 103.31
   6.625%, 8/15/15(a)                                      610          606,950
News America Holdings
   9.25%, 2/01/13(a)                                       890        1,049,548
   6.55%, 3/15/33(a)                                       655          638,009
Time Warner Entertainment Co.
   Senior Debenture
   8.375%, 3/15/23(a)                                    1,710        1,933,377
Time Warner, Inc.
   6.875%, 5/01/12(a)                                      845          885,961
WPP Finance Corp.
   5.875%, 6/15/14(a)                                      735          725,777
                                                                ---------------
                                                                      7,694,657
                                                                ---------------


      Schedule of Investments--Intermediate Duration Institutional Portfolio  15



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Building/Real Estate--0.2%
iStar Financial, Inc.
   Senior Note
   5.15%, 3/01/12(a)                                 $     590  $       566,206
Simon Property Group, LP
   6.375%, 11/15/07(a)                                     815          826,799
                                                                ---------------
                                                                      1,393,005
                                                                ---------------
Cable--0.6%
British Sky Broadcasting Group plc
   6.875%, 2/23/09(a)                                      445          460,535
Cablevision Systems Corp.
   8.00%, 4/15/12(a)                                       730          711,750
Comcast Cable Communications
   Holdings, Inc.
   9.455%, 11/15/22(a)                                   1,400        1,766,097
Comcast Corp.
   5.30%, 1/15/14(a)                                     1,025          974,591
DirecTV Holdings LLC
   Callable 6/15/10 @ 103.19
   6.375%, 6/15/15(a)                                      705          696,188
                                                                ---------------
                                                                      4,609,161
                                                                ---------------
Chemicals--0.3%
Ineos Group Holdings plc
   Callable 2/15/11 @ 104.25
   8.50%, 2/15/16(a)(d)                                    730          693,500
ProLogis
   7.05%, 7/15/06(a)                                       585          587,035
Union Carbide Corp.
   Debenture
   7.75%, 10/01/96(a)                                      735          757,239
                                                                ---------------
                                                                      2,037,774
                                                                ---------------
Communications--1.7%
AT&T Corp.
   Senior Note
   9.05%, 11/15/11(a)(d)                                 1,085        1,172,895
   9.75%, 11/15/31(a)                                      335          400,011
British Telecommunications plc
   8.375%, 12/15/10(a)                                   1,920        2,141,555
Cox Enterprises, Inc.
   4.375%, 5/01/08(a)(d)                                 1,155        1,121,186
Qwest Communications International, Inc.
   Callable 2/15/09 @ 103.75
   7.50%, 2/15/14                                          665          684,950
Sprint Capital Corp.
   8.375%, 3/15/12(a)                                    4,035        4,559,146
Telecom Italia Capital
   4.00%, 1/15/10(a)                                     2,465        2,317,332
                                                                ---------------
                                                                     12,397,075
                                                                ---------------
Communications--Fixed--0.4%
Qwest Corp.
   8.875%, 3/15/12(a)(d)                                   195          217,913
Verizon Global Funding Corp.
   4.90%, 9/15/15(a)                                       875          809,219
Vodafone Group plc
   5.50%, 6/15/11(a)                                     1,625        1,609,983
                                                                ---------------
                                                                      2,637,115
                                                                ---------------
Communications--Mobile--0.9%
AT&T Wireless Services, Inc.
   Senior Note
   8.75%, 3/01/31(a)                                       705          892,916
Cingular Wireless LLC
   5.625%, 12/15/06(a)                                   1,225        1,228,020
New Cingular Wireless Services, Inc.
   7.875%, 3/01/11(a)                                    2,230        2,444,225
TELUS Corp.
   7.50%, 6/01/07(a)                                     1,480        1,513,444
                                                                ---------------
                                                                      6,078,605
                                                                ---------------
Conglomerate/Miscellaneous--0.2%
Hutchison Whampoa International Ltd.
   7.45%, 11/24/33(a)(d)                                 1,170        1,276,186
                                                                ---------------
Consumer Manufacturing--0.1%
Fortune Brands, Inc.
   2.875%, 12/01/06(a)                                     540          531,375
                                                                ---------------
Energy--0.9%
Amerada Hess Corp.
   7.875%, 10/01/29(a)                                     900        1,047,998
Conoco, Inc.
   Senior Note
   6.95%, 4/15/29(a)                                     1,150        1,300,986
Duke Energy Field Services Corp.
   7.875%, 8/16/10(a)                                      360          390,763
Enterprise Products Operating LP
   Series B
   5.60%, 10/15/14(a)                                      600          581,816
NRG Energy, Inc.
   Senior Note
   Callable 2/01/09 @ 107.25
   7.25%, 2/01/14(a)                                       115          116,869
   Callable 2/01/16 @ 103.69
   7.375%, 2/01/16(a)                                      615          628,068
The Williams Cos., Inc.
   7.875%, 9/01/21(a)                                      650          698,750
Valero Energy Corp.
   6.875%, 4/15/12(a)                                    1,235        1,308,497
   7.50%, 4/15/32(a)                                       510          586,352
                                                                ---------------
                                                                      6,660,099
                                                                ---------------
Financial--3.8%
American General Finance Corp.
   Medium-Term Note
   4.625%, 5/15/09(a)                                    2,160        2,115,899
Berkshire Hathaway Finance Corp.
   4.20%, 12/15/10(a)                                    1,225        1,165,543
Boeing Capital Corp.
   Senior Note
   4.75%, 8/25/08(a)                                       365          361,079


16  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
BOI Capital Funding No. 2
   Callable 2/01/16 @ 100.00
   5.571%, 2/01/49(a)(d)                             $     300  $       287,271
CIT Group, Inc.
   Medium-Term Note
   4.99%, 5/18/07(a)(b)                                    530          531,303
   Senior Note
   7.75%, 4/02/12(a)                                     1,100        1,212,467
Citigroup, Inc.
   Subordinated Note
   5.01%, 6/09/09(a)(b)                                    720          721,830
   5.00%, 9/15/14(a)                                     3,671        3,513,514
Core Investment Grade Trust
   4.659%, 11/30/07(a)                                   3,295        3,255,460
CountryWide Home Loans, Inc.
   Medium-Term Note, Series L
   4.00%, 3/22/11(a)                                     1,375        1,277,447
Dow Jones Cdx, High Yield
   8.00%, 6/29/10(a)                                     3,754        3,833,773
General Electric Capital Corp.
   4.375%, 11/21/11(a)                                   1,435        1,363,396
Goldman Sachs Group, Inc.
   4.75%, 7/15/13(a)                                       650          614,069
   5.125%, 1/15/15(a)                                      790          755,019
Household Finance Corp.
   6.50%, 11/15/08(a)                                    1,880        1,932,749
   7.00%, 5/15/12(a)                                       565          603,910
ILFC E-Capital Trust I
   Callable 12/21/10 @ 100.00
   5.90%, 12/21/65(a)(d)                                   310          300,861
Kinder Morgan Finance
   5.35%, 1/05/11(a)                                     1,845        1,815,578
Manufacturing Capital Finance, Ltd.
   Callable 7/25/16 @ 100.00
   6.346%, 7/29/49(a)                                      615          605,183
Resona Bank, Ltd.
   5.85%, 9/29/49(a)(d)                                    240          232,879
Resona Preferred Global Securities
   Callable 7/30/15 @ 100
   7.191%, 12/29/49(a)(d)                                  450          469,533
                                                                ---------------
                                                                     26,968,763
                                                                ---------------
Food/Beverage--0.2%
ConAgra Foods, Inc.
   7.875%, 9/15/10(a)                                      341          367,942
   6.75%, 9/15/11(a)                                       223          231,764
Kraft Foods, Inc.
   5.25%, 10/01/13(a)                                      650          632,946
                                                                ---------------
                                                                      1,232,652
                                                                ---------------
Gaming--0.1%
MGM Mirage
   8.375%, 2/01/11(a)                                      655          691,025
Riviera Holdings Corp.
   Callable 6/15/06 @ 105.50
   11.00%, 6/15/10(a)                                      220          233,750
                                                                ---------------
                                                                        924,775
                                                                ---------------
Healthcare--0.3%
Humana, Inc.
   Senior Note
   6.30%, 8/01/18(a)                                       685          696,673
Wellpoint, Inc.
   3.75%, 12/14/07(a)                                      388          377,844
Wyeth
   5.50%, 2/01/14(a)                                     1,019        1,005,460
                                                                ---------------
                                                                      2,079,977
                                                                ---------------
Industrial--0.1%
Tyco International Group SA
   6.00%, 11/15/13(a)                                    1,025        1,029,657
                                                                ---------------
Insurance--0.8%
Assurant, Inc.
   5.625%, 2/15/14(a)                                      735          722,246
Liberty Mutual Group
   5.75%, 3/15/14(a)(d)                                    855          831,134
Mangrove Bay Pass-Through Trust
   Callable 7/15/13 @ 100
   6.102%, 7/15/33(a)(d)                                   810          782,355
MetLife, Inc.
   5.00%, 11/24/13(a)                                      780          748,648
Royal & Sun Alliance Insurance Group plc
   8.95%, 10/15/29(a)                                      510          644,917
Zurich Capital Trust
   Callable 6/01/07 @ 104.19
   8.376%, 6/01/37(a)(d)                                 1,740        1,861,377
                                                                ---------------
                                                                      5,590,677
                                                                ---------------
Metals/Mining--0.2%
AK Steel Corp.
   Callable 5/12/06 @ 101.31
   7.875%, 2/15/09(a)                                      455          457,275
Ispat Inland ULC
   Callable 4/01/09 @ 104.88
   9.75%, 4/01/14(a)                                       600          678,750
                                                                ---------------
                                                                      1,136,025
                                                                ---------------
Paper/Packaging--0.4%
International Paper Co.
   6.75%, 9/01/11(a)                                         5            5,193
   5.30%, 4/01/15(a)                                     1,015          951,427
Packaging Corp. of America
   5.75%, 8/01/13(a)                                       790          765,794
Weyerhaeuser Co.
   5.95%, 11/01/08(a)                                      830          837,634
                                                                ---------------
                                                                      2,560,048
                                                                ---------------
Petroleum Products--0.1%
Tengizchevroil Finance Co.
   6.124%, 11/15/14(a)(d)                                  405          402,975
                                                                ---------------
Public Utilities--Electric & Gas--1.9%
Carolina Power & Light Co.
   6.50%, 7/15/12(a)                                     1,135        1,182,718


      Schedule of Investments--Intermediate Duration Institutional Portfolio  17



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
Consumers Energy Co.
   Series C
   4.25%, 4/15/08(a)                                 $     600  $       585,157
Duke Capital LLC
   Senior Note
   5.50%, 3/01/14(a)                                       660          645,337
   8.00%, 10/01/19(a)                                    1,085        1,267,156
Exelon Corp.
   6.75%, 5/01/11(a)                                     1,515        1,581,698
FirstEnergy Corp.
   Series B
   6.45%, 11/15/11(a)                                    1,415        1,464,150
   Series C
   7.375%, 11/15/31(a)                                   1,500        1,666,159
MidAmerican Energy Holdings Co.
   Senior Note
   5.875%, 10/01/12(a)                                     410          413,799
   6.125%, 4/01/36(a)(d)                                   830          812,494
Nisource Finance Corp.
   7.875%, 11/15/10(a)                                     590          639,976
Pacific Gas & Electric Co.
   4.80%, 3/01/14(a)                                       960          907,794
Progress Energy, Inc.
   7.10%, 3/01/11(a)                                       895          949,235
Public Service Co. of Colorado
   7.875%, 10/01/12(a)                                     410          463,682
TXU Australia Holdings Pty Ltd.
   6.15%, 11/15/13(a)(d)                                 1,150        1,182,083
                                                                ---------------
                                                                     13,761,438
                                                                ---------------
Public Utilities--Telephone--0.3%
Bell Atlantic New Jersey, Inc.
   Debenture
   5.875%, 1/17/12(a)                                    1,175        1,164,851
Telecom Italia Capital
   4.00%, 11/15/08(a)                                      645          621,506
   6.375%, 11/15/33(a)                                     270          254,422
                                                                ---------------
                                                                      2,040,779
                                                                ---------------
Service--0.3%
Pershing Road Development Co. LLC
   Callable 6/01/06 @ 101.50
   5.22%, 9/01/26(a)(b)(d)                               2,015        2,015,000
                                                                ---------------
Supermarket/Drug--0.1%
Safeway, Inc.
   6.50%, 3/01/11(a)                                       350          360,494
   7.25%, 2/01/31(a)                                       585          619,913
                                                                ---------------
                                                                        980,407
                                                                ---------------
Technology--0.5%
Cisco Systems, Inc.
   5.25%, 2/22/11(a)                                       630          624,624
International Business Machines Corp.
   Medium-Term Note
   4.375%, 6/01/09(a)                                      355          346,315
Motorola, Inc.
   7.625%, 11/15/10(a)                                     111          121,067
Oracle Corp.
   5.25%, 1/15/16(a)(d)                                  2,885        2,767,560
                                                                ---------------
                                                                      3,859,566
                                                                ---------------
Total Corporate Debt Obligations
(cost $127,541,841)                                                 125,526,725
                                                                ---------------
================================================================================
COMMERCIAL MORTGAGE-BACKED SECURITIES-8.7%
- --------------------------------------------------------------------------------
Banc of America Commercial Mortgage, Inc.
   Series 2004-3 Class A5
   5.304%, 6/10/39(a)                                    2,845        2,824,032
   Series 2004-4 Class A3
   4.128%, 7/10/42(a)                                    1,900        1,828,712
   Series 2005-1 Class A3
   4.877%, 11/10/42(a)                                   2,650        2,602,300
   Series 2004-6 Class A2
   4.161%, 12/10/42(a)                                   2,565        2,462,143
Bear Stearns Commercial Mortgage
   Securities, Inc.
   Series 2005-T18 Class A4
   4.933%, 2/13/42(a)                                    2,520        2,406,449
   Series 2003-CK2 Class A2
   3.861%, 3/15/36(a)                                    1,695        1,639,387
   Series 2004-C5 Class A2
   4.183%, 11/15/37(a)                                   2,170        2,083,699
   Series 2005-C1 Class A4
   5.014%, 2/15/38(a)                                    2,150        2,063,656
GE Capital Commercial Mortgage Corp.
   Series 2005-C3 Class A3FX
   4.863%, 7/10/45(a)                                    2,370        2,322,126
Goldman Sachs Mortgage
   Securities Corp. II
   Series 2006-GG6 Class A2
   5.506%, 4/10/38(a)                                    1,940        1,946,829
Greenwich Capital Commercial
   Funding Corp.
   Series 2003-C1 Class A4
   4.111%, 7/05/35(a)                                    2,035        1,870,165
   Series 2003-C2 Class A3
   4.533%, 1/05/36(a)                                      895          861,446
   Series 2005-GG3 Class A2
   4.305%, 8/10/42(a)                                    2,620        2,526,780
JP Morgan Chase Commercial
   Mortgage Securities
   Series 2004-C1 Class A2
   4.302%, 1/15/38(a)                                      245          232,613
   Series 2005-LDP3 Class A2
   4.851%, 8/15/42(a)                                    2,085        2,038,296
   Series 2005-LDP4 Class A2
   4.79%, 10/15/42(a)                                    1,945        1,896,142
   Series 2006-CB14 Class A4
   5.481%, 12/12/44(a)                                   1,380        1,367,428
   Series 2005-LDP1 Class A2
   4.625%, 3/15/46(a)                                    2,665        2,592,059


18  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
   Series 2005-LDP1 Class A4
   5.038%, 3/15/46(a)                                $   2,620  $     2,518,056
LB-UBS Commercial Mortgage Trust
   Series 2004-C7 Class A2
   3.992%, 10/15/29(a)                                   1,975        1,889,107
   Series 2004-C8 Class A2
   4.201%, 12/15/29(a)                                   2,025        1,948,901
   Series 2005-C1 Class A4
   4.742%, 2/15/30(a)                                    1,760        1,660,208
   Series 2005-C7 Class A4
   5.197%, 11/15/30(a)                                   1,965        1,909,674
   Series 2006-C1 Class A4
   5.156%, 2/15/31(a)                                    1,965        1,904,282
Merrill Lynch Commercial Mortgage Trust
   Series 2006-1 Class A2
   5.439%, 2/12/39(a)                                    1,660        1,660,017
Merrill Lynch Mortgage Trust
   Series 2005-CKI1 Class A6
   5.245%, 11/12/37(a)                                   1,730        1,696,334
   Series 2005-MKB2 Class A2
   4.806%, 9/12/42(a)                                    3,175        3,108,611
Morgan Stanley Capital I
   Series 2005-T17 Class A5
   4.78%, 12/13/41(a)                                    2,850        2,697,382
   Series 2005-HQ5 Class A4
   5.168%, 1/14/42(a)                                    3,745        3,639,054
   Series 2004-T13 Class A2
   3.94%, 9/13/45(a)                                     1,555        1,474,544
                                                                ---------------
Total Commercial Mortgage
Backed Securities (cost $63,700,726)                                 61,670,432
                                                                ---------------
================================================================================
ASSET-BACKED SECURITIES--5.4%
- --------------------------------------------------------------------------------
Aegis Asset Backed Securities Trust
   Series 2004-3 Class A2A
   5.018%, 9/25/35(a)(b)                                   896          896,265
American Express Credit Account Master Trust
   Series 2005-1 Class A
   4.779%, 10/15/12(a)(b)                                1,910        1,911,203
Asset Backed Funding Corp.
   Series 2003-WF1 Class A2
   5.331%, 12/25/32(a)(b)                                  654          659,104
Bank One Issuance Trust
   Series 2004-A4 Class A4
   4.789%, 2/16/10(a)(b)                                 1,910        1,911,108
Bear Stearns Asset Backed Securities, Inc.
   Series 2005-SD1 Class 1A1
   4.968%, 4/25/22(a)(b)                                   772          772,031
Capital Auto Receivables Asset Trust
   Series 2005-SN1A Class A3A
   4.10%, 6/15/08(a)                                     2,300        2,274,493
Citifinancial Mortgage Securities, Inc.
   Series 2003-1 Class AFPT
   3.36%, 1/25/33(a)                                       594          546,806
Credit-Based Asset Servicing & Securities Trust
   Series 2005-CB7 Class AF2
   5.147%, 11/25/35(a)                                   1,490        1,464,864
CS First Boston Mortgage Securities Corp.
   Series 2006-1 Class A2
   5.30%, 5/25/36(a)                                       840          836,598
GE-WMC Mortgage Securities LLC
   Series 2005-2 Class A2B
   4.988%, 12/25/35(a)(b)                                1,785        1,782,840
Home Equity Mortgage Trust
   Series 2005-2 Class A1
   4.998%, 7/25/35(a)(b)                                   716          715,826
   Series 2005-4 Class A3
   4.742%, 1/25/36(a)                                    1,605        1,578,116
Household Home Equity Loan Trust
   Series 2005-3 Class A1
   5.036%, 1/20/35(a)(b)                                 1,841        1,842,433
HSI Asset Securitization Corp. Trust
   Series 2006-OPT2 Class 2A1
   4.898%, 1/25/36(a)                                    1,733        1,732,548
Master Asset Backed Securities Trust
   Series 2004-HE1 Class A1
   5.218%, 9/25/34(a)                                    2,734        2,743,211
Merrill Lynch Mortgage Investment, Inc.
   Series 2006-A1 Class A1
   6.233%, 3/25/36(a)                                    3,450        3,472,908
Morgan Stanley ABS Capital I
   Series 2004-HE4 Class A3
   5.018%, 5/25/34(a)(b)                                     9            9,399
Novastar Home Equity Loan
   Series 2001-1 Class A1
   5.378%, 7/25/31(a)(b)                                   606          606,415
Residential Asset Mortgage Products, Inc.
   Series 2005-RS3 Class AIA2
   4.988%, 3/25/35(a)(b)                                 1,785        1,784,161
   Series 2005-RZ1 Class A2
   5.018%, 4/25/35(a)                                    2,565        2,565,000
Residential Asset Securities Corp.
   Series 2004-KS7 Class AI1
   4.968%, 10/25/21(a)(b)                                   63           62,773
   Series 2002-KS7 Class A2
   5.188%, 11/25/32(a)(b)                                  490          490,957
Residential Funding Mortgage Securities II
   Series 2005-HI2 Class A3
   4.46%, 5/25/35(a)                                     1,100        1,079,551
Saxon Asset Securities Trust
   Series 2005-4 Class A2B
   4.998%, 11/25/37(a)(b)                                1,825        1,825,000
SLM Student Loan Trust
   Series 2003-C Class A1
   5.01%, 9/15/16(a)(b)                                  1,654        1,655,689
Specialty Underwriting & Residential Finance
   Series 2006-BC1 Class A2A
   4.65%, 12/25/36(a)                                    1,759        1,759,319
Structured Asset Investment Loan Trust
   Series 2004-5 Class A2
   4.998%, 5/25/34(a)(b)                                   116          115,910


      Schedule of Investments--Intermediate Duration Institutional Portfolio  19



================================================================================
                                        Principal Amount (000)      U.S. $ Value
================================================================================
   Series 2006-1 Class A1
   4.898%, 1/25/36(a)                                $   1,606  $     1,606,413
                                                                ---------------
Total Asset-Backed Securities
(cost $38,837,031)                                                   38,700,941
                                                                ---------------
================================================================================
COLLATERALIZED MORTGAGE OBLIGATIONS--5.3%
- --------------------------------------------------------------------------------
American Home Mortgage Investment Trust
   Series 2005-4 Class 5A
   5.35%, 11/25/45(a)                                    3,777        3,761,332
Bear Stearns Alt-A Trust
   Series 2005-10 Class 24A1
   5.993%, 1/25/36(a)                                    3,328        3,343,588
   Series 2006-1 Class 22A1
   5.453%, 2/25/36(a)                                    4,200        4,170,905
   Series 2006-2 Class 23A1
   6.00%, 3/25/36(a)                                     3,505        3,511,379
Citigroup Mortgage Loan Trust, Inc.
   Series 2005-2 Class 1A4
   5.126%, 5/25/35(a)                                    3,996        3,920,676
IndyMac Index Mortgage Loan Trust
   Series 2006-AR7 Class 4A1
   6.265%, 3/25/36(a)                                    2,175        2,192,291
J.P. Morgan Alternative Loan Trust
   Series 2006-S1 Class 3A1
   4.715%, 3/25/36(a)                                    1,657        1,656,924
Residential Accredit Loans, Inc.
   Series 2006-QS2 Class 1A9
   5.50%, 2/25/36(a)                                     4,085        4,057,313
Residential Funding Mortgage Securities, Inc.
   Series 2005-SA3 Class 3A
   5.249%, 8/25/35(a)                                    2,631        2,586,071
Structured Adjustment Mortgage Loan Trust
   Series 2006-3 Class 2A1
   6.017%, 4/25/36(a)                                    2,830        2,841,054
Structured Asset Mortgage Investment, Inc.
   Series 2004-AR5 Class 1A1
   5.106%, 10/19/34(a)                                   4,349        4,347,040
Washington Mutual, Inc.
   Series 2005-AR2 Class 2A22
   5.038%, 1/25/45(a)(b)                                 1,157        1,156,627
                                                                ---------------
Total Collateralized Mortgage Obligations
(cost $37,681,782)                                                   37,545,200
                                                                ---------------
================================================================================
NON U.S. DOLLAR SOVEREIGN DEBT--11.9%
- --------------------------------------------------------------------------------
Australia (Commonwealth of)
   6.00%, 2/15/17(a)                          AUD       19,210       14,388,106
Japan (Government of)
   .70%, 6/20/10(a)                           JPY    1,739,000       14,485,841
Poland (Government of)
   6.25%, 10/24/15(a)                         PLN       21,365        7,216,411
Sweden (Kingdom of)
   Series 1043
   5.00%, 1/28/09(a)                          SEK      103,195       13,898,896
Sweden (Kingdom of)
   5.25%, 3/15/11(a)                          SEK       92,625       12,847,504
United Mexican States
   10.00%, 12/05/24(a)                        MXN      215,270       22,047,779
                                                                ---------------
Total Non U.S. Dollar Sovereign Debt
(cost $85,453,380)                                                   84,884,537
                                                                ---------------
================================================================================
U.S. DOLLAR SOVEREIGN DEBT--2.4%
- --------------------------------------------------------------------------------
Brazilian (Republic of)
   8.25%, 1/20/34(a)                                 $   6,620        7,291,930
Panama (Republic of)
   6.70%, 1/26/36(a)                                     1,470        1,466,325
Peru (Republic of)
   7.35%, 7/21/25(a)                                     1,470        1,440,600
Russian Federation
   5.00%, 3/31/30(a)                                     3,110        3,402,340
Ukraine (Republic of)
   7.65%, 6/11/13(a)                                     1,400        1,468,600
   7.50%, 4/08/33(a)                                     1,530        1,705,950
                                                                ---------------
Total U.S. Dollar Sovereign Debt
(cost $16,518,401)                                                   16,775,745
                                                                ---------------
================================================================================
SHORT-TERM INVESTMENTS--26.6%
- --------------------------------------------------------------------------------
Commercial Paper-10.6%
AIG Funding, Inc.
   4.63%, 4/12/06(f)                                    25,000       24,971,062
Bear Stearns & Co., Inc.
   4.66%, 4/12/06(f)                                    25,000       24,970,875
Deutsche Bank
   4.62%, 4/12/06(f)                                    25,000       24,971,125
                                                                ---------------
                                                                     74,913,062
                                                                ---------------
U.S. Government & Government Sponsored
Agency Obligations--16.0%
Federal Home Loan Mortgage Corp.
   Zero Coupon, 4/12/06-5/11/06(f)                      81,455       81,215,830
Federal National Mortgage Association
   Zero Coupon, 4/18/06(e)(f)                           32,765       32,704,338
                                                                ---------------
                                                                    113,920,168
                                                                ---------------
Total Short-Term Investments
(cost $188,833,230)                                                 188,833,230
                                                                ---------------
Total Investments--124.8%
(cost $895,142,178)(g)                                              886,186,025
Other assets less liabilities--(24.8)%                             (176,183,343)
                                                                ---------------
Net Assets--100%                                                $   710,002,682
                                                                ---------------


20  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



================================================================================
INTEREST RATE SWAP CONTRACTS
- --------------------------------------------------------------------------------



                                                                   Rate Type
                                                       ---------------------------------
                                                          Payments                          Unrealized
                    Notional Amount                    Received by the  Payments Made by  Appreciation/
Swap Counterparty        (000)       Termination Date     Portfolio       the Portfolio   (Depreciation)
- --------------------------------------------------------------------------------------------------------
                                                                           
Lehman Brothers         10,130           11/02/07      3 month LIBOR+        4.814%       $     35,729
Lehman Brothers         24,500           10/28/07           BMA*             4.800%             81,256
Lehman Brothers         16,000            1/23/08      3 month LIBOR+        4.777%           (146,826)


*     Variable interest based on the BMA (Bond Market Association) Municipal
      Swap Index, which fluctuates weekly.

+     Interest based on LIBOR (London Interbank Offered Rate).

================================================================================
CREDIT DEFAULT SWAP CONTRACTS
- --------------------------------------------------------------------------------



                                                                                     Unrealized
Swap Counterparty &        Notional Amount                                         Appreciation/
Referenced Obligation           (000)         Interest Rate   Termination Date     (Depreciation)
- -------------------------------------------------------------------------------------------------
                                                                       
Sell Contracts
JP Morgan Chase
Dow Jones High Volume
4.00%, 6/20/10                  19,000            0.90%            6/20/10           $ (18,342)

JP Morgan Chase
Dow Jones High Volume
4.00%, 6/20/10                   3,000            0.90%            6/20/10              41,073


================================================================================
FORWARD EXCHANGE CURRENCY CONTRACTS
- --------------------------------------------------------------------------------



                                            Contract                                        Unrealized
                                             Amount    U.S. $ Value on        U.S. $      Appreciation/
                                              (000)    Origination Date   Current Value   (Depreciation)
- --------------------------------------------------------------------------------------------------------
                                                                           
Purchase Contracts
Japanese Yen            Settling 4/03/06   3,346,071   $     28,587,236   $  28,441,538   $    (145,698)
Sales Contracts
Australian Dollar       Settling 4/26/06      20,503         14,707,159      14,670,556          36,603
Japanese Yen            Settling 4/03/06   3,346,071         28,746,315      28,441,538         304,777
Japanese Yen            Settling 5/08/06   1,761,628         15,076,878      15,049,237          27,641
Mexican Peso            Settling 4/25/06     113,046         10,415,465      10,368,550          46,915
Polish Zloty            Settling 4/11/06      24,098          7,470,451       7,448,635          21,816
Swedish Krona           Settling 4/20/06     220,019         28,611,178      28,291,896         319,282


================================================================================
FINANCIAL FUTURES CONTRACTS SOLD
- --------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------
                        Number of                                           Value at       Unrealized
        Type            Contracts  Expiration Month   Original Value     March 31, 2006    Depreciatin
- ------------------------------------------------------------------------------------------------------
                                                                            
U.S. Treasury Bonds
Futures                    27          June 2006       $ 2,947,140        $ 2,947,219         $  79



      Schedule of Investments--Intermediate Duration Institutional Portfolio  21



================================================================================

(a)   Positions, or portion thereof, with an aggregate market value of
      $511,269,887 have been segregated to collateralize open forward exchange
      currency contracts.

(b)   Variable rate coupon, rate shown as of March 31, 2006.

(c)   When-issued security.

(d)   Security is exempt from registration under Rule 144A of the Securities Act
      of 1933. These securities are considered liquid and may be resold in
      transactions exempt from registration, normally to qualified institutional
      buyers. At March 31, 2006, the aggregate market value of these securities
      amounted to $17,849,437 or 2.5% of net assets.

(e)   Represents entire or partial position segregated as collateral for swaps.

(f)   Represents entire or partial position segregated as collateral for
      when-issued securities.

(g)   At March 31, 2006, the cost basis of investment securities owned was
      substantially identical for both book and tax. Gross unrealized
      appreciation of investments was $2,179,933 and gross unrealized
      depreciation of investments was $11,136,086, resulting in net unrealized
      depreciation of $8,956,153 (excluding swap and future transactions).

Explanation of abbreviation:

TBA--To Be Announced

Currency Abbreviations:

AUD--Australian Dollar
JPY--Japanese Yen
MZN--Mexican Peso
PLN--Polish Zloty
SEK--Swedish Krona

Please note: The industry classifications presented herein are based on the
industry categorization methodology of the Adviser.

See notes to financial statements.


22  Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report



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SCB-TAX-0860-0506



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 applicaNot 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.


                                       3



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-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 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


                                       4



                                   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): Sanford C. Bernstein Fund, Inc.

By:    /s/ Marc O. Mayer
       -----------------
       Marc O. Mayer
       President

Date: May 29, 2006

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: May 29, 2006

By:    /s/ Mark D. Gersten
       -------------------
       Mark D. Gersten
       Treasurer and Chief Financial Officer

Date: May 29, 2006

00250.0073 #462870v4