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Alliancebernstein Disciplined Growth Fund Inc – ‘40-8F-L’ on 8/20/04

On:  Friday, 8/20/04, at 2:19pm ET   ·   Accession #:  919574-4-2471   ·   File #:  811-21065

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/20/04  Alliancebernstein Discipline… Inc 40-8F-L                1:10K                                    Seward & Kissel LLP

Application for Deregistration of a Registered Investment Company — Liquidation   —   Form N-8F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-8F-L     Application for Deregistration of a Registered         6±    20K 
                          Investment Company -- Liquidation                      

40-8F-L1st “Page” of 2TOCTopPreviousNextBottomJust 1st
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-8F I. General Identifying Information 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): [_] Merger [X] Liquidation [_] Abandonment of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of the form and complete verification at the end of the form.) [_] Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: AllianceBernstein Disciplined Growth Fund, Inc. 3. Securities and Exchange Commission File No.: 811-21065 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? [X] Initial Application [_] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): 1345 Avenue of the Americas New York, New York 10105 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Paul M. Miller Seward & Kissel LLP 1200 G Street, N.W. Washington, D.C. 20005 202-737-8833 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 3la-1 and 3la-2 under the Act [17 CFR 270.3la-1, .31a-2]: Alliance Global Investor Services, Inc. 500 Plaza Drive Secaucus, New Jersey 07094 The Bank of New York One Wall Street New York, New York 10286 Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York 10105 (212) 969-2132 8. Classification of fund (check only one): [X] Management company; [_] Unit investment trust; or [_] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [X] Open-end [_] Closed-end 10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Maryland 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York 10105 12. Provide the name and address of each principal underwriter of the fund, even if the fund's contracts with those underwriters have been terminated: AllianceBernstein Investment Research and Management, Inc. 1345 Avenue of the Americas New York, New York 10105 13. If the fund is a unit investment trust ("UIT") provide: (a) Depositor's name(s) and address(es): N/A (b) Trustee's name(s) and address(es): N/A 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? [_] Yes [X] No If Yes, for each UIT state: Name(s): N/A File No.: 811-____ N/A Business Address: N/A 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [_] No If Yes, state the date on which the board vote took place: June 15, 2004 If No, explain: N/A (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [_] Yes [X] No If Yes, state the date on which the shareholder vote took place: N/A If No, explain: A shareholder vote was not required because all shareholders of the Fund voluntarily redeemed their shares prior to the liquidation. II. Distributions to Shareholders 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [X] Yes [_] No (a) If Yes, list the date(s) on which the fund made those distributions: All shareholders of the Fund redeemed their shares prior to June 19, 2004. (b) Were the distributions made on the basis of net assets? [X] Yes [_] No (c) Were the distributions made pro rata based on share ownership? [X] Yes [_] No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: N/A (e) Liquidations only: Were any distributions to shareholders made in kind? [_] Yes [X] No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: N/A 17. Closed-end funds only: Has the fund issued senior securities? N/A [_] Yes [_] No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: N/A 18. Has the fund distributed all of its assets to the fund's shareholders? [X] Yes [_] No If No, (a) How many shareholders does the fund have as of the date this form is filed? N/A (b) Describe the relationship of each remaining shareholder to the fund: N/A 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? [_] Yes [X] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: N/A III. Assets and Liabilities 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) [_] Yes [X] No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed. N/A (b) Why has the fund retained the remaining assets? N/A (c) Will the remaining assets be invested in securities? N/A [_] Yes [_] No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? [_] Yes [X] No If Yes, (a) Describe the type and amount of each debt or other liability: N/A (b) How does the fund intend to pay these outstanding debts or other liabilities? N/A IV. Information About Event(s) Leading to Request For Deregistration 22. (a) List the expenses incurred in connection with the Merger or Liquidation: No expenses were borne by the Fund. (b) How were those expenses allocated? Expenses were not allocated to the Fund. (c) Who paid those expenses? All expenses were paid by the Fund's investment adviser, Alliance Capital Management L.P. (d) How did the fund pay for unamortized expenses (if any)? N/A 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [_] Yes [X] No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: N/A V. Conclusion of Fund Business 24. Is the fund a party to any litigation or administrative proceeding? [_] Yes [X] No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: N/A 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [_] Yes [X] No If Yes, describe the nature and extent of those activities: N/A VI. Mergers Only 26. (a) State the name of the fund surviving the Merger: N/A (b) State the Investment Company Act file number of the fund surviving the Merger: 811-_____ N/A (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: N/A (d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. N/A
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VERIFICATION The undersigned states that (i) he has executed this Form N-8F application for an order under Section 8(f) of the Investment Company Act of 1940 on behalf of AllianceBernstein Disciplined Growth Fund, Inc., (ii) he is the Secretary of AllianceBernstein Disciplined Growth Fund, Inc. and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief. (Signature) /s/ Mark. R. Manley ------------------- Mark R. Manley Secretary 00250.0265 #489560v2

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘40-8F-L’ Filing    Date First  Last      Other Filings
Filed on:8/20/04None on these Dates
6/19/041
6/15/041
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Filing Submission 0000919574-04-002471   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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