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: 811-09687

ALLIANCEBERNSTEIN FOCUSED GROWTH

& INCOME FUND, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein 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:    November 30, 2009

Date of reporting period:    May 31, 2009

ITEM 1. REPORTS TO STOCKHOLDERS.

2

SEMI-ANNUAL REPORT

AllianceBernstein Focused Growth & Income Fund

May 31, 2009

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or AllianceBernstein^® at (800) 227-4618. Please read the prospectus carefully before you invest.

You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

July 23, 2009

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Focused Growth & Income Fund (the “Fund”) for the semi-annual reporting period ended May 31, 2009.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in the equity securities of US companies that AllianceBernstein L.P. (the “Adviser”) believes are undervalued. The Adviser believes that, over time, a company’s stock price will come to reflect its intrinsic economic value. The Adviser uses a disciplined investment process to evaluate the investment opportunity of the companies in the Adviser’s extensive research universe. The Fund may invest in companies of any size and in any industry, securities of non-US issuers, may enter into forward commitments and may enter into derivatives transactions, such as options, futures, forwards and swap agreements.

Investment Results

The table on page 4 provides performance data for the Fund and its benchmark, the Russell 1000 Value Index, for the six- and 12-month periods ended May 31, 2009. Also included in the table are returns for the Fund’s peer group, as represented by the Lipper Large-Cap Value Funds Average (the “Lipper Average”). Funds in the Lipper Average have generally similar investment objectives to the Fund, although some may have different investment policies and sales and management fees.

The Fund’s Class A shares without sales charges outperformed the benchmark and the Lipper Average for both the six- and 12-month periods ended May 31, 2009. For the 12-month period, the Fund, the benchmark and the Lipper Average all posted negative returns.

Relative performance was strong for the six-month period, where stock selection drove most of the Fund’s premium. Within industrials, significant exposure to aerospace and defense, along with an underweight in economically sensitive companies within the sector, contributed positively to the Fund’s performance. Security selection within energy was also positive. The Fund’s underweight in many of the fundamentally challenged, large financial-service industry companies helped relative performance as well. The Fund also benefited from ownership of Wyeth and Schering Plough—two franchise drug companies that are being acquired by Pfizer and Merck, respectively. A legal settlement paid into the Fund from investments in Tyco and Enron also positively impacted performance.

For the 12-month period ended May 31, 2009, outperformance was more a product of sector than stock selection. The Fund’s underweight in financials was an important contributor to relative performance; this position was magnified by security selection within the sector, where the Fund was significantly underweight in credit-sensitive institutions like banks and brokerage firms. Allocations to property and casualty insurers also

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 1

helped drive the Fund’s premium. An overweight in technology was also a positive, although security selection within the sector detracted somewhat. The solid fundamental performance of the Fund’s holdings, as measured by strong positive earnings revisions, helped as the market rewarded stocks with predictable business models.

Equity markets remained highly volatile during the first half of 2009. In the first ten weeks of the year, the Standard & Poor’s (S&P) 500 Stock Index fell almost 20%, hitting a 12-year low. Then investors took heart from renewed government efforts to stabilize the banking system and hints that the global economic downturn was nearing a bottom. By the end of June, however, the S&P 500 Stock Index was up 3.16% from the beginning of the year. The financial sector led the market down and back up.

For the 12-month period, market conditions were hostile as investors sought to reduce risk against the backdrop of deteriorating fundamental prospects. The road to recovery is likely to include some detours. But despite the grim outlook, in the Fund’s Relative Value Investment Team’s (the “Team’s”) view, the forces for an eventual recovery are being marshaled. In response to horrific economic conditions, central

banks have aggressively lowered interest rates and expanded their balance sheets to improve confidence and facilitate the flow of credit throughout the economies of the world.

Governments in both the developed and developing worlds have also pledged a record dose of fiscal stimulus—a mix of tax cuts and infrastructure spending—to help cushion the impact of the downturn. The measures announced as of April 30, 2009, are equivalent to 1.7% of global gross domestic product in 2009 alone, and more are likely to come. Fortunately, there are some signs that the credit markets are slowly beginning to thaw, partly thanks to government programs designed to recapitalize the banking sector and facilitate the flow of credit.

The Team’s preference to own solid business franchises with strong balance sheets and what they believe will be long-term prospects served the Fund well on a relative basis. The Team believes the uncertainty that has defined this period has contributed to creating many unique investment opportunities that the Fund is poised to exploit. In addition, the Fund’s holdings have a free cash-flow yield which is approximately twice that of the broader market.

2 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

HISTORICAL PERFORMANCE

An Important Note About the Value of Historical Performance

The performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our website at www.alliancebernstein.com or call your financial advisor or AllianceBernstein Investments at 800.227.4618. You should read the prospectus carefully before you invest.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1 year contingent deferred sales charge for Class C shares. Returns for different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Russell 1000 Value Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Index contains those securities in the Russell 1000 Index with a less-than-average growth orientation. The Russell 1000 Index is composed of 1000 of the largest capitalized companies that are traded in the United States. For the six-and 12-month periods ended May 31, 2009, the Lipper Large-Cap Value Funds Average consisted of 589 and 568 funds, respectively. Funds in the Lipper Average have generally similar investment objectives to the Fund, although some may have different investment policies and sales and management fees. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

The Fund can invest in foreign securities, which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. The Fund can invest in small-to mid-capitalization companies. These investments may be more volatile than investments in large-capitalization companies. The Fund may at times be concentrated in a particular sector or industry group and, therefore, may be subject to greater risk. While the Fund invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Fund’s prospectus.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 3

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE FUND VS. ITS BENCHMARK PERIODS ENDED MAY 31, 2009	Returns
	6 Months	12 Months
AllianceBernstein Focused Growth & Income Fund*
Class A	10.82%	-31.87%
Class B**	10.56%	-32.04%
Class C	10.36%	-32.40%
Class R†	10.73%	-31.94%
Class K†	10.81%	-31.81%
Class I†	10.99%	-31.50%
Russell 1000 Value Index	-0.79%	-35.35%
Lipper Large-Cap Value Funds Average	3.56%	-33.39%
*    Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for six- and 12-month periods ended May 31, 2009, by 1.72% and 1.73%, respectively.
**  Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.
†    Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Historical Performance and Benchmark Disclosures on previous page.

(Historical Performance continued on next page)

4 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF MAY 31, 2009
	NAV Returns		SEC Returns
Class A Shares
1 Year	-31.87	%	-34.78	%
5 Years	-2.40	%	-3.25	%
Since Inception*	2.63	%	2.16	%
Class B Shares
1 Year	-32.04	%	-34.75	%
5 Years	-2.85	%	-2.85	%
Since Inception*(a)	2.08	%	2.08	%
Class C Shares
1 Year	-32.40	%	-33.08	%
5 Years	-3.11	%	-3.11	%
Since Inception*	1.90	%	1.90	%
Class R Shares†
1 Year	-31.94	%	-31.94	%
5 Years	-2.60	%	-2.60	%
Since Inception*	-0.84	%	-0.84	%
Class K Shares†
1 Year	-31.81	%	-31.81	%
Since Inception*	-4.53	%	-4.53	%
Class I Shares†
1 Year	-31.50	%	-31.50	%
Since Inception*	-4.22	%	-4.22	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.71%, 2.49%, 2.44%, 1.74%, 1.46% and 1.05% for Class A, Class B, Class C, Class R, Class K and Class I shares, respectively.

* Inception dates: 12/22/99 for Class A, Class B and Class C shares; 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

† These share classes are offered at net asset value (NAV) to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception dates for these classes are listed above.

See Historical Performance disclosures on page 3.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2009)
	SEC Returns
Class A Shares
1 Year	-27.99	%
5 Years	-3.23	%
Since Inception*	2.26	%
Class B Shares
1 Year	-27.97	%
5 Years	-2.83	%
Since Inception*(a)	2.18	%
Class C Shares
1 Year	-26.09	%
5 Years	-3.08	%
Since Inception*	1.99	%
Class R Shares†
1 Year	-24.87	%
5 Years	-2.57	%
Since Inception*	-0.64	%
Class K Shares†
1 Year	-24.69	%
Since Inception*	-4.22	%
Class I Shares†
1 Year	-24.33	%
Since Inception*	-3.88	%

* Inception Dates: 12/22/99 for Class A, Class B and Class C shares; 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

† Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception dates for these classes are listed above.

See Historical Performance disclosures on page 3.

6 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Historical Performance

FUND EXPENSES

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-l) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value December 1, 2008				Ending Account Value May 31, 2009				Expenses Paid During Period*
	Actual		Hypothetical		Actual		Hypothetical**		Actual		Hypothetical
Class A	$	1,000	$	1,000	$	1,108.18	$	1,016.40	$	8.99	$	8.60
Class B	$	1,000	$	1,000	$	1,105.60	$	1,015.51	$	9.92	$	9.50
Class C	$	1,000	$	1,000	$	1,103.59	$	1,012.76	$	12.80	$	12.24
Class R	$	1,000	$	1,000	$	1,107.29	$	1,016.26	$	9.14	$	8.75
Class K	$	1,000	$	1,000	$	1,108.07	$	1,017.65	$	7.67	$	7.34
Class I	$	1,000	$	1,000	$	1,109.87	$	1,019.70	$	5.52	$	5.29

* Expenses are equal to the classes’ annualized expense ratios of 1.71%, 1.89%, 2.44%, 1.74%, 1.46% and 1.05%, respectively, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

** Assumes 5% return before expenses.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 7

Fund Expenses

PORTFOLIO SUMMARY

May 31, 2009 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $121.7

TEN LARGEST HOLDINGS**

May 31, 2009 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Raytheon Co.	$	5,246,375	4.3	%
L-3 Communications Holdings, Inc. – Class 3		4,888,415	4.0
Occidental Petroleum Corp.		4,745,013	3.9
Total SA (Sponsored ADR)		4,271,865	3.5
SAIC, Inc.		4,271,415	3.5
Goodrich Corp.		4,048,236	3.3
Axis Capital Holdings Ltd.		3,930,648	3.2
Lorillard, Inc.		3,559,310	2.9
Philip Morris International, Inc.		3,351,504	2.8
Symantec Corp.		3,339,378	2.8
	$	41,652,159	34.2	%

* All data are as of May 31, 2009. The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

** Long-term investments.

Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

8 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

May 31, 2009 (unaudited)

Company	Shares	U.S. $ Value
COMMON STOCKS – 93.0%
Health Care – 19.2%
Biotechnology – 3.3%
Amgen, Inc.(a)	39,700	$	1,982,618
Biogen Idec, Inc.(a)	40,500		2,097,495
			4,080,113
Health Care Providers & Services – 8.7%
Aetna, Inc.	72,420		1,939,408
AmerisourceBergen Corp. – Class A	30,300		1,124,130
Humana, Inc.(a)	32,700		1,024,491
Medco Health Solutions, Inc.(a)	46,400		2,129,296
Omnicare, Inc.	39,000		1,054,170
Quest Diagnostics, Inc.	22,000		1,148,840
UnitedHealth Group, Inc.	80,030		2,128,798
			10,549,133
Pharmaceuticals – 7.2%
Abbott Laboratories	46,400		2,090,784
Eli Lilly & Co.	31,300		1,082,041
Endo Pharmaceuticals Holdings, Inc.(a)	103,300		1,645,569
Forest Laboratories, Inc.(a)	84,600		2,004,174
Schering-Plough Corp.	79,500		1,939,800
			8,762,368
			23,391,614
Industrials – 15.8%
Aerospace & Defense – 11.7%
Goodrich Corp.	83,400		4,048,236
L-3 Communications Holdings, Inc. – Class 3	66,500		4,888,415
Raytheon Co.	117,500		5,246,375
			14,183,026
Commercial Services & Supplies – 0.7%
The Brink’s Co.	33,110		880,395
Construction & Engineering – 1.7%
Fluor Corp.	45,150		2,121,147
Machinery – 1.0%
Joy Global, Inc.	33,360		1,149,919
Trading Companies & Distributors – 0.7%
WESCO International, Inc.(a)	32,710		874,338
			19,208,825
Information Technology – 15.2%
Communications Equipment – 2.6%
Cisco Systems, Inc.(a)	49,500		915,750
F5 Networks, Inc.(a)	71,170		2,260,359
			3,176,109
Computers & Peripherals – 1.4%
EMC Corp.(a)	67,400		791,950
NetApp, Inc.(a)	47,860		933,270
			1,725,220

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 9

Portfolio of Investments

Company	Shares	U.S. $ Value
Internet Software & Services – 0.8%
VeriSign, Inc.(a)	42,400	$	992,584
IT Services – 7.2%
Accenture Ltd. – Class A	64,370		1,926,594
Alliance Data Systems Corp.(a)	41,830		1,694,115
Hewitt Associates, Inc. – Class A(a)	30,900		896,100
SAIC, Inc.(a)	244,500		4,271,415
			8,788,224
Semiconductors & Semiconductor Equipment – 0.4%
Xilinx, Inc.	23,900		495,686
Software – 2.8%
Symantec Corp.(a)	214,200		3,339,378
			18,517,201
Energy – 11.9%
Energy Equipment & Services – 3.6%
Cameron International Corp.(a)	32,920		1,028,091
Noble Corp.	69,200		2,378,404
Tidewater, Inc.	19,280		919,078
			4,325,573
Oil, Gas & Consumable Fuels – 8.3%
Anadarko Petroleum Corp.	22,950		1,096,551
Occidental Petroleum Corp.	70,705		4,745,013
Total SA (Sponsored ADR)	74,100		4,271,865
			10,113,429
			14,439,002
Consumer Staples – 11.5%
Food & Staples Retailing – 2.6%
Safeway, Inc.	43,100		873,206
Wal-Mart Stores, Inc.	45,100		2,243,274
			3,116,480
Food Products – 1.5%
ConAgra Foods, Inc.	98,045		1,822,656
Tobacco – 7.4%
Altria Group, Inc.	122,500		2,093,525
Lorillard, Inc.	52,090		3,559,310
Philip Morris International, Inc.	78,600		3,351,504
			9,004,339
			13,943,475
Financials – 9.7%
Insurance – 9.7%
ACE Ltd.	71,000		3,123,290
Arch Capital Group Ltd.(a)	53,600		3,050,376
Axis Capital Holdings Ltd.	164,600		3,930,648
RenaissanceRe Holdings Ltd.	38,300		1,752,991
			11,857,305

10 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Portfolio of Investments

Company	Shares	U.S. $ Value
Consumer Discretionary – 5.5%
Auto Components – 0.7%
WABCO Holdings, Inc.	52,440	$	890,431
Diversified Consumer Services – 1.6%
Apollo Group, Inc. – Class A(a)	31,700		1,873,470
Media – 2.4%
Comcast Corp. – Class A	151,200		2,082,024
The DIRECTV Group, Inc.(a)	37,230		837,675
			2,919,699
Multiline Retail – 0.4%
Kohl’s Corp.(a)	11,000		467,170
Specialty Retail – 0.4%
Advance Auto Parts, Inc.	11,400		485,526
			6,636,296
Utilities – 2.4%
Gas Utilities – 0.9%
UGI Corp.	45,000		1,084,950
Multi-Utilities – 1.5%
NSTAR	29,100		875,037
Public Service Enterprise Group, Inc.	31,960		1,018,565
			1,893,602
			2,978,552
Telecommunication Services – 1.0%
Diversified Telecommunication Services – 1.0%
Qwest Communications International, Inc.	284,710		1,241,336
Materials – 0.8%
Chemicals – 0.8%
CF Industries Holdings, Inc.	12,565		975,547
Total Common Stocks (cost $113,306,917)			113,189,153
SHORT-TERM INVESTMENTS – 4.6%
Investment Companies – 4.6%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(b) (cost $5,572,775)	5,572,775		5,572,775
Total Investments – 97.6% (cost $118,879,692)			118,761,928
Other assets less liabilities – 2.4%			2,893,304
Net Assets – 100.0%		$	121,655,232

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 11

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

May 31, 2009 (unaudited)

Assets
Investments in securities, at value Unaffiliated issuers (cost $113,306,917)	$	113,189,153
Affiliated issuers (cost $5,572,775)		5,572,775
Receivable for investment securities sold		3,051,449
Receivable for capital stock sold		977,572
Dividends receivable		277,592
Total assets		123,068,541
Liabilities
Payable for capital stock redeemed		1,109,565
Advisory fee payable		55,659
Distribution fee payable		44,829
Payable for investment securities purchased		38,152
Transfer Agent fee payable		23,608
Administrative fee payable		14,112
Accrued expenses		127,384
Total liabilities		1,413,309
Net Assets	$	121,655,232
Composition of Net Assets
Capital stock, at par	$	14,668
Additional paid-in capital		176,379,828
Distributions in excess of net investment income		(167,024	)
Accumulated net realized loss on investment transactions		(54,454,476	)
Net unrealized depreciation on investments		(117,764	)
	$	121,655,232

Net Asset Value Per Share—18 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	70,115,044	8,252,637	$	8.50	*
B	$	29,689,467	3,692,646	$	8.04
C	$	20,132,147	2,519,163	$	7.99
R	$	1,333,365	158,158	$	8.43
K	$	379,604	44,599	$	8.51
I	$	5,605	658.37	$	8.51

* The maximum offering price per share for Class A shares was $8.88 which reflects a sales charge of 4.25%.

See notes to financial statements.

12 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended May 31, 2009 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $35,392)	$	941,348
Affiliated issuers		8,829		$	950,177
Expenses
Advisory fee (see Note B)		317,129
Distribution fee—Class A		94,669
Distribution fee—Class B		155,849
Distribution fee—Class C		97,743
Distribution fee—Class R		2,849
Distribution fee—Class K		430
Transfer agency—Class A		119,851
Transfer agency—Class B		72,348
Transfer agency—Class C		40,039
Transfer agency—Class R		1,224
Transfer agency—Class K		304
Transfer agency—Class I		1
Custodian		76,668
Registration fees		44,218
Administrative		41,410
Audit		32,072
Printing		31,369
Directors’ fees		24,934
Legal		20,979
Miscellaneous		5,318
Total expenses		1,179,404
Less: expenses waived by the Distributor (see Note C)		(93,510	)
Net expenses					1,085,894
Net investment loss					(135,717	)
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized loss on investment transactions					(17,694,792	)
Net change in unrealized appreciation/depreciation of investments					29,238,872
Net gain on investment transactions					11,544,080
Net Increase in Net Assets from Operations				$	11,408,363

See notes to financial statements.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 13

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended May 31, 2009 (unaudited)			Year Ended November 30, 2008
Increase (Decrease) in Net Assets from Operations
Net investment income (loss)	$	(135,717	)	$	445,222
Net realized loss on investment transactions		(17,694,792	)		(36,500,592	)
Net change in unrealized appreciation/depreciation of investments		29,238,872			(61,731,508	)
Net increase (decrease) in net assets from operations		11,408,363			(97,786,878	)
Dividends and Distributions to Shareholders from
Net investment income
Class A		(321,790	)		(927,441	)
Class B		(83,008	)		(509,387	)
Class R		(4,086	)		(14,060	)
Class K		– 0	–		(23,607	)
Class I		(68	)		(266	)
Net realized gain on investment transactions
Class A		– 0	–		(25,443,074	)
Class B		– 0	–		(17,944,296	)
Class C		– 0	–		(9,732,960	)
Class R		– 0	–		(449,346	)
Class K		– 0	–		(466,122	)
Class I		– 0	–		(4,388	)
Capital Stock Transactions
Net decrease		(8,945,571	)		(10,547,204	)
Capital Contributions
Proceeds from third party regulatory settlement (see Note E)		16,333			– 0	–
Total increase (decrease)		2,070,173			(163,849,029	)
Net Assets
Beginning of period		119,585,059			283,434,088
End of period (including undistributed/(distributions in excess of) net investment income of ($167,024) and $377,645, respectively)	$	121,655,232		$	119,585,059

See notes to financial statements.

14 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

May 31, 2009 (unaudited)

NOTE A

Significant Accounting Policies

AllianceBernstein Focused Growth & Income Fund, Inc. (the “Fund”), organized as a Maryland corporation on July 6, 1999, is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund offers Class A, Class B, Class C, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Automatic Investment Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Class I shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All six classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 15

Notes to Financial Statements

(“NASDAQ”)) 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 listed only on 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”) 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. (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. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

The Fund adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective December 1, 2007. In accordance with FAS 157, fair value is

16 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2009:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	118,761,928		$	– 0	–
Level 2		– 0	–		– 0	–
Level 3		– 0	–		– 0	–
Total	$	118,761,928		$	– 0	–

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies,

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 17

Notes to Financial Statements

currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Fund’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To

18 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Recent Accounting Pronouncements

During the period ended May 31, 2009, the Fund adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements (see Note D.1).

On April 9, 2009, FASB issued FASB Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157, when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. At this time, management is evaluating the implications of FSP 157-4 and believes the adoption of FSP 157-4 will have no material impact on the Fund’s financial statements.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 2.50%, 3.20%, 3.20%, 2.70%, 2.45% and 2.20% of the daily average net assets for the Class A, Class B, Class C, Class R, Class K and Class I shares, respectively (the “Expense Caps”). The Expense Caps expired on January 1, 2009. For the six months ended May 31, 2009, there was no such reimbursement.

Pursuant to the investment advisory agreement, the Fund paid $41,410 to the Adviser representing the cost of certain legal and accounting services provided to the Fund by the Adviser for the six months ended May 31, 2009.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 19

Notes to Financial Statements

services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $109,402 for the six months ended May 31, 2009.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $811 from the sale of Class A shares and received $400, $9,127 and $420 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended May 31, 2009.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Fund’s transactions in shares of the Government STIF Portfolio for the six months ended May 31, 2009 is as follows:

Market Value November 30, 2008 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Dividend Income (000)		Market Value May 31, 2009 (000)
$    – 0 –	$	49,440	$	43,867	$	9	$	5,573

Brokerage commissions paid on investment transactions for the six months ended May 31, 2009 amounted to $150,625, of which $13,516 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Class I shares. For the period February 1, 2007 through October 31, 2007, with respect to Class B shares, payments to the distributor were voluntarily limited to .30% of the average daily net assets attributable to Class B shares. As of November 1, 2007, with respect to Class B shares, payments to the distributor

20 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

are voluntarily being limited to .40% of the average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. For the six months ended May 31, 2009, such waiver amounted to $93,510. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $108,425, $1,553,924, $141,491 and $24,326 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. 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 the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	84,515,565		$	100,056,598
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	8,784,740
Gross unrealized depreciation		(8,902,504	)
Net unrealized depreciation	$	(117,764	)

1. Derivative Financial Instruments

The Fund may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Fund may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal type of derivatives utilized by the Fund, as well as the methods in which it may be used are:

• Futures Contracts

The Fund may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 21

Notes to Financial Statements

The Fund bears the market risk that arises from changes in the value of these instruments and the 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 Fund may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Fund enters into a futures contract, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for financial futures contracts is generally less than privately negotiated financial futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

The Fund did not engage in derivatives transactions for the six months ended May 31, 2009.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

22 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

NOTE E

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares				Amount
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30, 2008		Six Months Ended May 31, 2009 (unaudited)			Year Ended November 30, 2008
Class A
Shares sold	1,012,488		939,495		$	7,950,396		$	10,966,455
Shares issued in reinvestment of dividends and distributions	36,827		1,762,247			284,306			23,702,215
Shares converted from Class B	434,265		843,990			3,408,688			9,735,952
Shares redeemed	(1,393,151	)	(3,672,996	)		(10,663,682	)		(41,582,052	)
Net increase (decrease)	90,429		(127,264	)	$	979,708		$	2,822,570
Class B
Shares sold	95,172		247,008		$	696,998		$	2,672,326
Shares issued in reinvestment of dividends and distributions	10,200		1,301,651			74,557			16,570,012
Shares converted to Class A	(458,768	)	(892,536	)		(3,408,688	)		(9,735,952	)
Shares redeemed	(636,086	)	(1,818,162	)		(4,628,194	)		(19,897,968	)
Net decrease	(989,482	)	(1,162,039	)	$	(7,265,327	)	$	(10,391,582	)
Class C
Shares sold	167,841		407,191		$	1,231,022		$	3,925,711
Shares issued in reinvestment of distributions	– 0	–	623,231			– 0	–		7,927,504
Shares redeemed	(546,959	)	(1,295,551	)		(3,914,718	)		(13,759,950	)
Net decrease	(379,118	)	(265,129	)	$	(2,683,696	)	$	(1,906,735	)
Class R
Shares sold	42,318		33,219		$	292,963		$	402,659
Shares issued in reinvestment of dividends and distributions	533		34,712			4,086			463,406
Shares redeemed	(33,944	)	(60,786	)		(264,484	)		(717,665	)
Net increase	8,907		7,145		$	32,565		$	148,400

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 23

Notes to Financial Statements

	Shares				Amount
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30, 2008		Six Months Ended May 31, 2009 (unaudited)			Year Ended November 30, 2008
Class K
Shares sold	1,981		10,493		$	15,546		$	118,092
Shares issued in reinvestment of dividends and distributions	– 0	–	36,601			– 0	–		489,717
Shares redeemed	(3,165	)	(151,692	)		(24,367	)		(1,819,054	)
Net decrease	(1,184	)	(104,598	)	$	(8,821	)	$	(1,211,245	)
Class I
Shares issued in reinvestment of dividends and distributions	– 0	–	185			– 0	–		2,500
Shares redeemed	– 0	–	(942	)		– 0	–		(11,112	)
Net increase (decrease)	– 0	–	(757	)	$	– 0	–	$	(8,612	)

For the six months ended May 31, 2009, the Fund received $16,333 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Fund’s statement of changes in net assets. Neither the Fund nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE F

Risks Involved in Investing in the Fund

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Fund’s investments or reduce the returns of the Fund. For example, the value of the Fund’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Fund’s investments denominated in foreign currencies, the Fund’s positions in various foreign currencies may cause the Fund to experience investment losses due to the changes in exchange rates and interest rates.

24 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

Derivatives Risk—The Fund may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, 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 statement of operations. The Fund did not utilize the Facility during the six months ended May 31, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending November 30, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended November 30, 2008 and November 30, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	18,398,807	$	12,481,188
Long-term capital gains		37,116,140		18,047,710
Total taxable distributions		55,514,947		30,528,898
Total distributions paid	$	55,514,947	$	30,528,898

As of November 30, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	377,645
Accumulated capital and other losses		(30,369,280	)(a)
Unrealized appreciation/(depreciation)		(35,747,040	)(b)
Total accumulated earnings/(deficit)	$	(65,738,675	)

^(a) On November 30, 2008, the Fund had a net capital loss carryforward for federal income tax purposes of $30,369,280 of which $30,369,280 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 25

Notes to Financial Statements

^(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales.

NOTE I

Legal Proceedings

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 (“AllianceBernstein defendants”), and certain other unaffiliated defendants, 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 alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein 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.

Following October 2, 2003, 43 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. 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 Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual

26 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Notes to Financial Statements

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.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 27

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  7.71		$  16.51		$  16.13		$  15.42		$  14.69		$  13.27
Income From Investment Operations
Net investment income (loss)(a)	(.00	)(b)	.04		.11		.09		.05		.10	(c)
Net realized and unrealized gain (loss) on investment transactions	.83		(5.63	)	1.91		1.54		.93		1.32
Net increase (decrease) in net asset value from operations	.83		(5.59	)	2.02		1.63		.98		1.42
Less: Dividends and Distributions
Dividends from net investment income	(.04	)	(.11	)	(.08	)	– 0	–	(.10	)	– 0	–
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	(.15	)	– 0	–
Total dividends and distributions	(.04	)	(3.21	)	(1.64	)	(.92	)	(.25	)	– 0	–
Net asset value, end of period	$  8.50		$  7.71		$  16.51		$  16.13		$  15.42		$  14.69
Total Return
Total investment return based on net asset value(d)	10.82	%*	(42.15	)%*	13.59	%	11.20	%	6.67	%	10.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$70,115		$62,968		$136,849		$134,079		$175,285		$224,377
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.71	%(e)	1.34	%	1.21	%(f)	1.21	%(g)	1.27	%	1.19	%
Expenses, before waivers/reimbursements	1.71	%(e)	1.34	%	1.21	%(f)	1.21	%(g)	1.27	%	1.34	%
Net investment income (loss)	(.05	)%(e)	.38	%	.68	%	.59	%(g)	.36	%	.73	%(c)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%	132	%

See footnote summary on page 34.

28 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class B
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  7.29		$  15.77		$  15.43		$  14.89		$  14.20		$  12.92
Income From Investment Operations
Net investment income (loss)(a)	(.01	)(h)	.02	(h)	.07	(h)	(.02	)	(.05	)	.00	(b)(c)
Net realized and unrealized gain (loss) on investment transactions	.78		(5.31	)	1.83		1.48		.89		1.28
Net increase (decrease) in net asset value from operations	.77		(5.29	)	1.90		1.46		.84		1.28
Less: Dividends and Distributions
Dividends from net investment income	(.02	)	(.09	)	– 0	–	– 0	–	– 0	–	– 0	–
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	(.15	)	– 0	–
Total dividends and distributions	(.02	)	(3.19	)	(1.56	)	(.92	)	(.15	)	– 0	–
Net asset value, end of period	$  8.04		$  7.29		$  15.77		$  15.43		$  14.89		$  14.20
Total Return
Total investment return based on net asset value(d)	10.56	%*	(42.20	)%*	13.37	%	10.41	%	5.90	%	9.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$29,689		$34,122		$92,156		$118,437		$164,194		$202,459
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.89	%(e)	1.49	%	1.40	%(f)	1.94	%(g)	2.00	%	1.92	%
Expenses, before waivers/reimbursements	2.49	%(e)	2.09	%	1.96	%(f)	1.94	%(g)	2.00	%	2.07	%
Net investment income (loss)	(.27	)%(e)(h)	.21	%(h)	.49	%(h)	(.14	)%(g)	(.37	)%	(.03	)%(c)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%	132	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 29

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  7.24		$  15.68		$  15.42		$  14.88		$  14.19		$  12.91
Income From Investment Operations
Net investment loss(a)	(.03	)	(.04	)	(.01	)	(.02	)	(.05	)	.00	(b)(c)
Net realized and unrealized gain (loss) on investment transactions	.78		(5.30	)	1.83		1.48		.89		1.28
Net increase (decrease) in net asset value from operations	.75		(5.34	)	1.82		1.46		.84		1.28
Less: Distributions
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	(.15	)	– 0	–
Net asset value, end of period	$  7.99		$  7.24		$  15.68		$  15.42		$  14.88		$  14.19
Total Return
Total investment return based on net asset value(d)	10.36	%*	(42.57	)%*	12.80	%	10.42	%	5.90	%	9.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$20,132		$20,997		$49,598		$49,794		$67,622		$82,312
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	2.44	%(e)	2.06	%	1.93	%(f)	1.92	%(g)	1.99	%	1.90	%
Expenses, before waivers/reimbursements	2.44	%(e)	2.06	%	1.93	%(f)	1.92	%(g)	1.99	%	2.05	%
Net investment loss	(.80	)%(e)	(.35	)%	(.03	)%	(.12	)%(g)	(.36	)%	(.01	)%(c)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%	132	%

See footnote summary on page 34.

30 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$  7.64		$  16.39		$  16.06		$  15.39		$  14.66		$  13.27
Income From Investment Operations
Net investment income (loss)(a)	(.00	)(b)	.03		.07		.06		.03		.18	(c)
Net realized and unrealized gain (loss) on investment transactions	.82		(5.58	)	1.90		1.53		.92		1.21
Net increase (decrease) in net asset value from operations	.82		(5.55	)	1.97		1.59		.95		1.39
Less: Dividends and Distributions
Dividends from net investment income	(.03	)	(.10	)	(.08	)	– 0	–	(.07	)	– 0	–
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	(.15	)	– 0	–
Total dividends and distributions	(.03	)	(3.20	)	(1.64	)	(.92	)	(.22	)	– 0	–
Net asset value, end of period	$  8.43		$  7.64		$  16.39		$  16.06		$  15.39		$  14.66
Total Return
Total investment return based on net asset value(d)	10.73	%*	(42.22	)%*	13.32	%	10.94	%	6.47	%	10.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,333		$1,141		$2,329		$1,665		$928		$241
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.74	%(e)	1.49	%	1.43	%(f)	1.44	%(g)	1.60	%	1.45	%
Expenses, before waivers/reimbursements	1.74	%(e)	1.49	%	1.43	%(f)	1.44	%(g)	1.60	%	1.59	%
Net investment income (loss)	(.08	)%(e)	.23	%	.46	%	.42	%(g)	.19	%	1.25	%(c)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%	132	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 31

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,						March 1, 2005(i) to November 30, 2005
			2008		2007		2006
Net asset value, beginning of period	$  7.68		$  16.48		$  16.17		$  15.43		$  15.27
Income From Investment Operations
Net investment income(a)	.01		.04		.12		.15		.05
Net realized and unrealized gain (loss) on investment transactions	.82		(5.58	)	1.90		1.51		.11
Net increase (decrease) in net asset value from operations	.83		(5.54	)	2.02		1.66		.16
Less: Dividends and Distributions
Dividends from net investment income	– 0	–	(.16	)	(.15	)	– 0	–	– 0	–
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	– 0	–
Total dividends and distributions	– 0	–	(3.26	)	(1.71	)	(.92	)	– 0	–
Net asset value, end of period	$  8.51		$  7.68		$  16.48		$  16.17		$  15.43
Total Return
Total investment return based on net asset value(d)	10.81	%*	(42.05	)%*	13.61	%	11.39	%	1.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$380		$352		$2,479		$335		$10
Ratio to average net assets of:
Expenses	1.46	%(e)	1.22	%	1.13	%(f)	1.04	%(g)	1.23	%(e)
Net investment income	.20	%(e)	.38	%	.78	%	.96	%(g)	.48	%(e)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%

See footnote summary on page 34.

32 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended May 31, 2009 (unaudited)		Year Ended November 30,						March 1, 2005(i) to November 30, 2005
			2008		2007		2006
Net asset value, beginning of period	$  7.77		$  16.61		$  16.25		$  15.47		$  15.27
Income From Investment Operations
Net investment income(a)	.02		.10		.14		.19		.09
Net realized and unrealized gain (loss) on investment transactions	.82		(5.65	)	1.95		1.51		.11
Net increase (decrease) in net asset value from operations	.84		(5.55	)	2.09		1.70		.20
Less: Dividends and Distributions
Dividends from net investment income	(.10	)	(.19	)	(.17	)	– 0	–	– 0	–
Distributions from net realized gain on investment transactions	– 0	–	(3.10	)	(1.56	)	(.92	)	– 0	–
Total dividends and distributions	(.10	)	(3.29	)	(1.73	)	(.92	)	– 0	–
Net asset value, end of period	$  8.51		$  7.77		$  16.61		$  16.25		$  15.47
Total Return
Total investment return based on net asset value(d)	10.99	%*	(41.81	)%*	14.00	%	11.64	%	1.31	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$6		$5		$23		$248		$10
Ratio to average net assets of:
Expenses	1.05	%(e)	.83	%	.78	%(f)	.73	%(g)	.96	%(e)
Net investment income	.59	%(e)	.77	%	.87	%	1.34	%(g)	.77	%(e)
Portfolio turnover rate	75	%	339	%	154	%	133	%	152	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 33

Financial Highlights

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Net of fees and expenses waived by the Adviser and Transfer Agent.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) Ratios reflect expenses grossed up, where applicable, for expense offset arrangement with the Transfer Agent. For the periods shown below, the net expense ratios were as follows:

	Year Ended November 30, 2007
Class A	1.20	%
Class B	1.39	%
Class C	1.92	%
Class R	1.42	%
Class K	1.12	%
Class I	0.77	%

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

(h) Net of fees and expenses waived by Distributor.

(i) Commencement of distributions.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the six months ended May 31, 2009 and year ended November 30, 2008 by 1.72% and 0.02%, respectively.

See notes to financial statements.

34 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

Financial Highlights

BOARD OF DIRECTORS

William H. Foulk, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Robert M. Keith, President and Chief Executive Officer

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Frank V. Caruso⁽²⁾, Senior Vice President

Aryeh Glatter, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Custodian and Accounting Agent State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111   Principal Underwriter AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105   Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036   Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the Fund are made by the Adviser’s Relative Value Investment Team. While the members of the team work jointly to determine the investment strategy, including security selection, for the Fund, Mr. Frank Caruso CFA, who is CIO of the Adviser’s Relative Value Investment Team, is primarily responsible for the day-to-day management of the Fund.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 35

Board of Directors

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AllianceBernstein Focused Growth & Income Fund, Inc. (the “Fund”) unanimously approved the continuance of the Advisory Agreement with the Adviser at a meeting held on May 5-7, 2009.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Fund was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors 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, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors 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. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, 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’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment

36 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Fund’s request by employees of the Adviser or its affiliates. Requests for these 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 rate stated in the Fund’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. 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 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

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2007 and 2008 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Fund other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser 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), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 37

owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares, transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Fund to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also 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 performance information for the Fund at each regular Board meeting during the year. At the May 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Fund as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2009 and (in the case of comparisons with the Index) the since inception period (December 1999 inception). The directors noted that the Fund was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 3-year period and 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period, and that the Fund outperformed the Index in the 1- and 3-year and since inception periods and underperformed the Index in the 5-year period. Based on their review, the directors concluded that the Fund’s relative performance over time had been 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 advisory 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.

The directors also considered the fees the Adviser charges other clients with an investment style substantially similar to that of the Fund. For this purpose, they reviewed the relevant fee information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Fund. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of the Fund had breakpoints at lower asset levels than those in the fee schedule applicable to the Fund and that the application of the institutional fee

38 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

schedule to the level of assets of the Fund would result in a fee rate that would be lower than that in the Fund’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to 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 arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be 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 Class A shares 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 funds similar to the Fund and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Fund. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that it was likely that the expense ratios of some funds in the Fund’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Fund’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the 5 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that the Fund’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Fund’s assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the expense ratio impact of such declines on the Fund was pronounced since the Fund had a relatively small average account size. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 39

a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be 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 established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a 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. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s breakpoint arrangements would result in a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

40 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

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 AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Focused Growth & Income Fund, Inc. (the “Fund”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). 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 proposed to be paid by the Fund which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

2. Advisory 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; and

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

FUND ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Fund pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

2 Future references to the Fund do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Fund.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 41

based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/09 ($MIL)		Fund
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	104.6	Focused Growth & Income Fund, Inc.

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Fund. During the Fund’s most recently completed fiscal year, the Adviser received $99,536 (0.05% of the Fund’s average daily net assets) for such services.

Set forth below are the Fund’s total expense ratios for the most recently completed fiscal year:

Fund	Total Expense Ratio4		Fiscal Year End
Focused Growth & Income Fund, Inc.	Class A Class B Class C Class R Class K Class I	1.34% 2.09% 2.06% 1.49% 1.22% 0.83%	November 30

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are 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 and sub-advised investment companies 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. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Fund’s investors is

3 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

4 Annualized.

42 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a 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 and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Fund.⁵ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Fund had the AllianceBernstein Institutional fee schedule been applicable to the Fund versus the Fund’s advisory fees based on February 28, 2009 net assets:

Fund	Net Assets 02/28/09 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee	Fund Advisory Fee
Focused Growth & Income Fund, Inc.	$104.6	Relative Value 65 bp on 1st $25 million 50 bp on next $25 million 40 bp on next $50 million 30 bp on next $100 million 25 bp on the balance Minimum account size: $25m	0.479%	0.550%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Fund.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 43

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

Lipper, Inc. (“Lipper”), 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 offered by other investment advisers. Lipper’s analysis included the Fund’s ranking with respect to the proposed management fee relative to the median of the Fund’s Lipper Expense Group (“EG”)⁶ at the approximate current asset level of the Fund.⁷

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Fund	Contractual Management Fee (%)8	Lipper Exp. Group Median (%)	Rank
Focused Growth & Income Fund, Inc.	0.550	0.800	2/19

Lipper also analyzed the Fund’s most recently completed fiscal year total expense ratio in comparison to the Fund’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Fund. It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different

6 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

7 The contractual 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 combined net assets of all classes 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” would mean that the Fund had the lowest effective fee rate in the Lipper peer group.

8 The contractual management fee does not reflect any expense reimbursements made by the Fund to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee would not reflect any expense reimbursements made by the Adviser to the Fund for the expense cap.

9 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

44 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Fund	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Focused Growth & Income Fund, Inc.	1.335	1.239	15/19	1.173	76/97

Based on this analysis, the Fund has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

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

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Fund. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

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

The Fund’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Fund decreased during calendar year 2008, relative to 2007.

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 such benefits 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 provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the

10 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

11 Most recently completed fiscal year end Class A total expense ratio.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 45

Fund and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Fund’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Fund. In 2008, ABI paid approximately 0.04% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $21 million for distribution services and educational support (revenue sharing payments). During the Fund’s most recently completed fiscal year, ABI received from the Fund $2,677, $1,344,268 and $20,640 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Fund, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Fund’s most recently completed fiscal year, ABIS received $265,266 in fees from the Fund.¹²

The Fund effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolios’ most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Fund 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 Fund. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Fund and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

12 The fees disclosed are net of any expense offsets with ABIS. An expense offset is created by the interest earned on the positive cash balance that occurs within the transfer agent account as there is a one day lag with regards to money movement from the shareholder’s account to the transfer agent’s account and then the transfer agent’s account to the Fund’s account. During the Fund’s most recently completed fiscal year, the fees paid by the Fund to ABIS were reduced by $10,197 under the offset agreement between the Fund and ABIS.

46 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹³ subsidies and enhancement to services. 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 make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁵ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $411 billion as of March 31, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

14 The Deli study was originally published in 2002 based on 1997 data.

15 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 47

The information prepared by Lipper shows the 1, 3, and 5 year performance rankings of the Fund¹⁶ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁷ for the periods ended January 31, 2009.¹⁸

	Fund Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	-37.41	-39.85	-39.85	5/19	26/109
3 year	-9.53	-12.67	-12.67	4/18	10/100
5 year	-4.18	-3.79	-3.82	10/15	52/90

Set forth below are the 1, 3, 5 year and since inception performance returns of the Fund (in bold)¹⁹ versus its benchmark.²⁰ Fund and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²¹

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Focused Growth & Income Fund, Inc.	-37.71	-9.53	-4.18	1.82	14.90	-0.42	5
Russell 1000 Value Index	-41.78	-13.09	-3.52	-0.40	13.92	-0.41	5
Inception Date: December 22, 1999

16 The performance rankings are for the Class A shares of the Fund. It should be noted that the performance returns of the Fund shown were provided by the Adviser. Lipper maintains its own database that includes the Fund’s performance returns. Rounding differences may cause the Adviser’s Fund returns to be one or two basis points different from Lipper’s own Fund returns. To maintain consistency, the performance returns of the Fund, as reported by the Adviser, are provided instead of Lipper.

17 The Fund’s PG is identical to the Fund’s EG. The Fund’s PU is not identical to the Fund’s EU as the criteria for including or excluding a fund in a PU is somewhat different from that of an EU.

18 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

19 The performance returns and risk measures shown in the table are for the Class A shares of the Fund.

20 The Adviser provided Fund and benchmark performance return information for periods through January 31, 2009.

21 Fund and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be seen as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

48 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Fund is reasonable and within the range of what would have been negotiated at arm’s-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: May 29, 2009

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 49

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies Funds

Balanced Wealth Strategy

Wealth Appreciation Strategy

Wealth Preservation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Tax-Managed Wealth Preservation Strategy

Blended Style Funds

U.S. Large Cap Portfolio

International Portfolio

Tax-Managed International Portfolio

Growth Funds

Domestic

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

Small/Mid Cap Growth Fund*

Global & International

Global Growth Fund*

Global Thematic Growth Fund*

Greater China ‘97 Fund

International Growth Fund

Value Funds

Domestic

Balanced Shares

Focused Growth & Income Fund

Growth & Income Fund

Small/Mid Cap Value Fund

Utility Income Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Diversified Yield Fund

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Short Duration Portfolio

Municipal Bond Funds

National
Arizona
California
Massachusetts
Michigan
Minnesota New Jersey
New York
Ohio
Pennsylvania
Virginia

Intermediate Municipal Bond Funds

Intermediate California

Intermediate Diversified

Intermediate New York

Closed-End Funds

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

ACM Managed Dollar Income Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

The Spain Fund

Retirement Strategies Funds

2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,** which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

You should consider the investment objectives, risks, charges and expenses of any AllianceBernstein fund/portfolio carefully before investing. For free copies of our prospectuses, which contain this and other information, visit us online at www.alliancebernstein.com or contact your financial advisor. Please read the prospectus carefully before investing.

* Prior to November 3, 2008, Small/Mid Cap Growth Fund was named Mid-Cap Growth Fund, Global Growth Fund was named Global Research Growth Fund, and Global Thematic Growth Fund was named Global Technology Fund.

** An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

50 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

AllianceBernstein Family of Funds

NOTES

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND  • 51

NOTES

52 •  ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

FGI-0152-0509

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. 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.

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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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Focused Growth and Income Fund, Inc.

By:	/s/    Robert M. Keith
	Robert M. Keith President
Date:	July 28, 2009

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/    Robert M. Keith
	Robert M. Keith President
Date:	July 28, 2009

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo Treasurer and Chief Financial Officer
Date:	July 28, 2009

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