Alliancebernstein Global Growth Fund Inc, et al. – ‘485APOS’ on 6/23/04 – EX-99.I

On:  Wednesday, 6/23/04, at 3:53pm ET   ·   Accession #:  919574-4-1900   ·   File #s:  333-85164, 811-21064

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                             154±   568K 
 9: EX-99       Miscellaneous Exhibit                                  7     36K 
 2: EX-99.A     Exhibit 99A-3                                          2     13K 
 3: EX-99.B     Miscellaneous Exhibit                                 13±    50K 
 4: EX-99.E     Exhibit 99E-2                                          3±    14K 
 5: EX-99.H     Exhibit 99H-3                                          2±     9K 
 6: EX-99.I     Exhibit 99I-2                                          2±    10K 
 7: EX-99.J     Miscellaneous Exhibit                                  1      6K 
 8: EX-99.N     Miscellaneous Exhibit                                  6±    24K 

EX-99.I   —   Exhibit 99I-2

SEWARD & KISSEL LLP               
ONE BATTERY PARK PLAZA              
NEW YORK, NY 10004              

Telephone: (212) 574-1200               
Facsimile: (212) 480-8421               
www.sewkis.com              

                                     June 23, 2004

AllianceBernstein Global Research Growth Fund, Inc.                             
1345 Avenue of the Americas                                               
New York, New York 10105                                                  

Ladies and Gentlemen:                                                           

We have acted as counsel for the corporation named          
above (the "Company") in connection with the registration under                 
the Securities Act of 1933, as amended (the "Securities Act"), of               
an indefinite number of shares, par value per share as set forth                
in the Company's Charter, of Class R Common Stock (the "Class R                 
Shares") of the Company. The Company is a Maryland corporation                  
and is registered under the Investment Company Act of 1940, as                  
amended, as an open-end management investment company.                          

As counsel for the Company, we have participated in the     
preparation of the Post-Effective Amendment to the Company's                    
Registration Statement on Form N-1A to be filed with the                        
Securities and Exchange Commission (the "Commission") (as so                    
amended, the "Registration Statement") in which this letter is                  
included as Exhibit (i)(2). We have examined the Charter and By-laws            
of the Company and any amendments and supplements thereto and                   
have relied upon such corporate records of the Company and such                 
other documents and certificates as to factual matters as we have               
deemed necessary to render the opinion expressed herein.                        

Based on such examination, we are of the opinion that       
the Class R Shares of the Company to be offered for sale pursuant               
to the Registration Statement are, to the extent of the number of               
Class R Shares of the Company authorized to be issued by the                    
Company in its Charter, duly authorized, and, when sold, issued                 
and paid for as contemplated by the Registration Statement, will                
have been validly issued and will be fully paid and                             
non-assessable under the laws of the State of Maryland.                         

We do not express an opinion with respect to any laws       
other than the laws of Maryland applicable to the due                           
authorization, valid issuance and non-assessability of shares of                
common stock of corporations formed pursuant the provisions of                  
the Maryland General Corporation Law. Accordingly, our opinion                  
does not extend to, among other laws, the federal securities laws               
or the securities or "blue sky" laws of Maryland or any other                   
jurisdiction. Members of this firm are admitted to the bars of                  
the State of New York and the District of Columbia.                             

We hereby consent to the filing of this opinion with        
the Commission as an exhibit to the Registration Statement and to               
the reference to our firm under the caption "General                            
Information--Counsel" in the Part B thereof. In giving this                     
consent, we do not thereby admit that we are included in the                    
category of persons whose consent is required under Section 7 of                
the Securities Act or the rules and regulations of the                          
Commission.                                                                     

     Very truly yours,

       Seward & Kissel LLP

00250.0264 #490371                                                              

Dates Referenced Herein

This ‘485APOS’ Filing		Date		Other Filings
Filed on:		6/23/04		None on these Dates
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