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 CORE OPPORTUNITIES 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, 2010

Date of reporting period: November 30, 2010

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

AllianceBernstein Core Opportunities Fund

(formerly Focused Growth & Income Fund)

November 30, 2010

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.

January 12, 2011

Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Core Opportunities Fund (formerly Focused Growth & Income Fund) (the “Fund”) for the annual reporting period ended November 30, 2010.

Effective March 1, 2010, the Fund changed its name from AllianceBernstein Focused Growth & Income Fund to AllianceBernstein Core Opportunities Fund.

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 Fund may invest in companies of any size and in any industry. The Adviser anticipates that the Fund’s portfolio normally will include approximately 50-60 companies. The Fund may invest in securities of non-US issuers. The Fund may enter into forward commitments. The Fund may enter into derivatives transactions, such as options, futures, forwards and swap agreements.

Investment Results

The table on page 4 shows the Fund’s performance compared to its benchmark, the S&P 500 Index, for the six-and 12-month periods ended November 30, 2010. On November 30, 2009, the Fund’s

benchmark changed from the Russell 1000 Value Index to the S&P 500 Stock Index. The Fund’s Relative Value Investment Team (the “Team”) believes that the S&P 500 Stock Index better suits its current process, philosophy and opportunistic approach. Also included in the table are returns for the Fund’s peer group, as represented by the Lipper Multi-Cap Core 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 share class outperformed both benchmarks and the Lipper Average for both the six- and 12-month periods ended November 30, 2010, without sales charges. For the annual period, stock selection was strong and benefited primarily from investments in the technology and telecommunications sectors. The Fund’s investment in Qwest Communications, which is being acquired by CenturyTel, was a particularly strong contributor to returns. Other contributors included electronic equipment provider, VeriFone Systems and diversified industrial manufacturer, Dover. Detracting from returns were several of the Fund’s health care holdings, including Gilead Sciences, Amgen and Vertex Pharmaceuticals. Questions around reform, slow US Food and Drug Administration drug approval inertia, and overseas product pricing pressure all contributed to continued malaise within the sector.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 1

For the semi-annual period ended November 30, 2010, stock selection was again helpful in the technology sector. Top contributors included VeriFone Systems, Qwest Communications and enterprise and mobile software provider Sybase (which was acquired by SAP). Detractors included energy company BP, Vertex Pharmaceuticals and defense technology firm Raytheon Company.

The Fund did not utilize leverage or derivatives during the reporting period.

Market Review and Investment Strategy

Overall, US equity markets, as represented by the S&P 500 Index, posted solid returns during the 12-month period ended November 30, 2010, although markets were volatile. Markets fell in the beginning of 2010 on mixed economic news as well as growing concerns about Greece’s sovereign debt crisis and policies in various countries that investors feared could slow the economic recovery. Then a sharp rebound began in early February, amid signs of accelerating global economic growth and improving corporate earnings, large mergers and acquisitions, plus signals that European governments would support Greece. Equities again saw declines in May and June, as investor fears reemerged, reflecting apprehension about sovereign debt risks in Europe, regulatory uncertainties and moderating growth expectations in China. Markets regained strength in Sep

tember and October on optimistic economic data.

The Fund’s investment process seeks to intelligently trade off valuation with balance sheet quality, earnings integrity, and fundamental momentum. This approach tends to work well over time, but not in all environments. It is especially prone to underperform in market environments where investors prefer high beta and more fundamentally risky investments that the Team tends to avoid.

The Fund currently has a modest tilt to cyclical sectors, with a large overweight in technology and in industrials—both sectors which the Team believes are benefitting from the demand needs of faster growing foreign economies and policy stimulus in the United States. The Fund continues to retain a significant underweight in financials. While financials appear cheap on a number of valuation metrics, their opaque balance sheets and questionable earnings power have led us to areas of the market where transparency is better and the Team believes opportunities are strong.

The Fund’s largest active weights versus the benchmark are a diverse array of mostly high-quality and high-yielding investments. Of course, trading off valuation, quality and momentum can lead to buying lower-quality stocks, if their valuations are sufficiently low and the Team’s research gives it confidence that an investment would be prudent.

2 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES 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 Portfolios will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

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 the 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

Neither the unmanaged Russell 1000 Value Index nor the unmanaged S&P 500 Stock Index reflects fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000^® Value Index represents the performance of 1000 large-cap value companies within the US. Standard & Poor’s (S&P^®) 500 Stock Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. For the six-and 12-month periods ended November 30, 2010, the Lipper Multi-Cap Core Funds Average consisted of 845 and 823 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

Portfolios that hold a smaller number of securities may be more volatile than more diversified portfolios, since gains or losses from each security will have a greater impact on the portfolio’s overall value. The Fund can invest in non-US securities, which may be more volatile because of political, regulatory, market and economic uncertainties associated with such securities. Fluctuations in currency exchange risk may negatively affect the value of the investment or reduce returns. These risks are magnified in emerging or developing markets. The market values of the portfolio’s holdings rise and fall from day to day, so investments may lose value. Investing in derivative instruments such as options, futures, forwards or swaps can be riskier than traditional investments, and may be more volatile, especially in a down market.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 3

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE FUND VS. ITS BENCHMARKS PERIODS ENDED NOVEMBER 30, 2010	NAV  Returns
	6 Months		12 Months
AllianceBernstein Core Opportunities Fund*
Class A		12.77%		13.12%
Class B**		12.43%		12.68%
Class C		12.35%		12.35%
Advisor Class Shares†		12.86%		4.68%	††
Class R†		12.68%		12.92%
Class K†		12.73%		13.20%
Class I†		12.88%		13.58%
New Benchmark: S&P 500 Stock Index		9.50%		9.94%
Previous Benchmark: Russell 1000 Value Index		6.48%		8.95%
Lipper Multi-Cap Core Funds Average		9.97%		12.63%
*    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- and 12-month periods ended November 30, 2010, by 0.27% and 0.70%, 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. ††Since inception: March 31, 2010.       Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

See Historical Performance and Benchmark disclosures on previous page.

(Historical Performance continued on next page)

4 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE FUND

11/30/00 TO 11/30/10

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Core Opportunities Fund Class A shares (from 11/30/00 to 11/30/10) as compared to the performance of its new and previous benchmarks. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on page 3.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2010
	NAV Returns			SEC Returns
Class A Shares
1 Year		13.12	%		8.31	%
5 Years		0.85	%		-0.02	%
10 Years		3.72	%		3.27	%
Class B Shares
1 Year		12.68	%		8.68	%
5 Years		0.51	%		0.51	%
10 Years(a)		3.25	%		3.25	%
Class C Shares
1 Year		12.35	%		11.35	%
5 Years		0.13	%		0.13	%
10 Years		2.99	%		2.99	%
Advisor Class Shares†
Since Inception*		4.68	%		4.68	%
Class R Shares†
1 Year		12.92	%		12.92	%
5 Years		0.68	%		0.68	%
Since Inception*		2.93	%		2.93	%
Class K Shares†
1 Year		13.20	%		13.20	%
5 Years		0.95	%		0.95	%
Since Inception*		1.01	%		1.01	%
Class I Shares†
1 Year		13.58	%		13.58	%
5 Years		1.29	%		1.29	%
Since Inception*		1.35	%		1.35	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.58%, 2.37%, 2.31%, 1.28%, 1.69%, 1.40% and 0.98% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I, respectively, gross of any fee waivers or expense reimbursements. Effective March 1, 2010, contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios to 1.35%, 2.05%, 2.05%, 1.05%, 1.55%, 1.30% and 1.05% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I, respectively. These waivers/reimbursements extend through the Fund’s current fiscal year and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower.

* Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares; 3/31/10 for Advisor Class 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)

6 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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 (DECEMBER 31, 2010)
	SEC Returns
Class A Shares
1 Year		10.67	%
5 Years		1.03	%
10 Years		2.99	%
Class B Shares
1 Year		11.09	%
5 Years		1.57	%
10 Years(a)		2.96	%
Class C Shares
1 Year		13.79	%
5 Years		1.19	%
10 Years		2.72	%
Advisor Class Shares†
Since Inception*		10.11	%
Class R Shares†
1 Year		15.50	%
5 Years		1.75	%
Since Inception*		3.62	%
Class K Shares†
1 Year		15.73	%
5 Years		2.01	%
Since Inception*		1.87	%
Class I Shares†
1 Year		15.98	%
5 Years		2.37	%
Since Inception*		2.21	%

* Inception dates: 11/3/03 for Class R shares; 3/1/05 for Class K and Class I shares; 3/31/10 for Advisor Class 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 7

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 June 1, 2010				Ending Account Value November 30, 2010				Expenses Paid During Period*
	Actual		Hypothetical		Actual		Hypothetical**		Actual		Hypothetical
Class A	$	1,000	$	1,000	$	1,127.71	$	1,018.30	$	7.20	$	6.83
Class B	$	1,000	$	1,000	$	1,124.32	$	1,015.64	$	10.01	$	9.50
Class C	$	1,000	$	1,000	$	1,123.49	$	1,014.79	$	10.91	$	10.35
Advisor Class	$	1,000	$	1,000	$	1,128.60	$	1,019.80	$	5.60	$	5.32
Class R	$	1,000	$	1,000	$	1,126.82	$	1,017.30	$	8.26	$	7.84
Class K	$	1,000	$	1,000	$	1,127.31	$	1,018.55	$	6.93	$	6.58
Class I	$	1,000	$	1,000	$	1,128.83	$	1,019.75	$	5.66	$	5.37

* Expenses are equal to the classes’ annualized expense ratios of 1.35%, 1.88%, 2.05%, 1.05% 1.55%, 1.30% and 1.06%, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

** Assumes 5% return before expenses.

8 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Fund Expenses

PORTFOLIO SUMMARY

November 30, 2010 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $101.6

TEN LARGEST HOLDINGS**

November 30, 2010 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
BP PLC (Sponsored ADR)	$	3,884,000		3.8	%
Amgen, Inc.		3,683,031		3.6
Exxon Mobil Corp.		3,624,076		3.6
Apple, Inc.		3,204,845		3.2
UnitedHealth Group, Inc.		3,178,336		3.1
United Parcel Service, Inc. – Class B		3,155,850		3.1
Google, Inc. – Class A		3,061,962		3.0
Dover Corp.		3,041,955		3.0
Gilead Sciences, Inc.		2,945,550		2.9
Lorillard, Inc.		2,851,351		2.8
	$	32,630,956		32.1	%

* All data are as of November 30, 2010. The Fund’s sector type 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 9

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

November 30, 2010

Company	Shares		U.S. $ Value
COMMON STOCKS – 87.1%
Information Technology – 19.3%
Communications Equipment – 0.8%
Cisco Systems, Inc.(a)		42,700	$	818,132
Computers & Peripherals – 4.7%
Apple, Inc.(a)		10,300		3,204,845
Hewlett-Packard Co.		38,100		1,597,533
				4,802,378
Internet Software & Services – 3.0%
Google, Inc. – Class A(a)		5,510		3,061,962
IT Services – 3.3%
Amdocs Ltd.(a)		29,900		777,400
Teradata Corp.(a)		19,400		797,146
VeriFone Systems, Inc.(a)		49,520		1,720,820
				3,295,366
Software – 7.5%
Activision Blizzard, Inc.		45,990		539,923
Autodesk, Inc.(a)		21,200		748,148
Intuit, Inc.(a)		20,040		899,595
MICROS Systems, Inc.(a)		23,700		1,036,164
Microsoft Corp.		75,000		1,890,750
Oracle Corp.		65,400		1,768,416
TIBCO Software, Inc.(a)		39,000		765,960
				7,648,956
				19,626,794
Industrials – 19.1%
Aerospace & Defense – 3.4%
Honeywell International, Inc.		32,800		1,630,488
Raytheon Co.		40,800		1,887,000
				3,517,488
Air Freight & Logistics – 3.1%
United Parcel Service, Inc. – Class B		45,000		3,155,850
Construction & Engineering – 0.8%
URS Corp.(a)		20,330		803,848
Electrical Equipment – 6.9%
AMETEK, Inc.		33,000		1,952,610
Emerson Electric Co.		28,200		1,552,974
Hubbell, Inc. – Class B		29,300		1,657,208
Regal-Beloit Corp.		17,500		1,067,500
Thomas & Betts Corp.(a)		17,500		777,875
				7,008,167
Machinery – 4.9%
Actuant Corp. – Class A		48,554		1,147,331
Dover Corp.		55,500		3,041,955
Joy Global, Inc.		10,060		767,780
				4,957,066
				19,442,419

10 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
Health Care – 15.7%
Biotechnology – 10.7%
Amgen, Inc.(a)		69,900	$	3,683,031
Celgene Corp.(a)		29,100		1,727,958
Gilead Sciences, Inc.(a)		80,700		2,945,550
Vertex Pharmaceuticals, Inc.(a)		74,300		2,461,559
				10,818,098
Health Care Providers & Services – 4.0%
AmerisourceBergen Corp. – Class A		29,100		897,735
UnitedHealth Group, Inc.		87,030		3,178,336
				4,076,071
Pharmaceuticals – 1.0%
Forest Laboratories, Inc.(a)		31,800		1,014,102
				15,908,271
Energy – 12.4%
Energy Equipment & Services – 2.5%
Helmerich & Payne, Inc.		35,300		1,601,208
Oceaneering International, Inc.(a)		13,300		919,030
				2,520,238
Oil, Gas & Consumable Fuels – 9.9%
BP PLC (Sponsored ADR)		97,100		3,884,000
Chevron Corp.		32,300		2,615,331
Exxon Mobil Corp.		52,100		3,624,076
				10,123,407
				12,643,645
Consumer Discretionary – 7.3%
Automobiles – 1.7%
Toyota Motor Corp. (Sponsored ADR)		22,300		1,732,487
Internet & Catalog Retail – 0.2%
Liberty Media Corp. – Interactive(a)		11,672		180,449
Media – 4.7%
Comcast Corp. – Class A		140,900		2,818,000
Interpublic Group of Cos., Inc. (The)(a)		104,500		1,112,925
News Corp. – Class A		59,800		815,672
				4,746,597
Multiline Retail – 0.7%
Kohl’s Corp.(a)		13,200		744,744
				7,404,277
Financials – 6.3%
Capital Markets – 0.8%
Franklin Resources, Inc.		7,200		821,448
Diversified Financial Services – 1.6%
JPMorgan Chase & Co.		43,900		1,640,982

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 11

Portfolio of Investments

Company	Shares		U.S. $ Value
Insurance – 3.9%
ACE Ltd.		32,100	$	1,878,492
Axis Capital Holdings Ltd.		57,567		2,034,418
				3,912,910
				6,375,340
Consumer Staples – 4.4%
Tobacco – 4.4%
Lorillard, Inc.		35,830		2,851,351
Philip Morris International, Inc.		27,600		1,570,164
				4,421,515
Telecommunication Services – 2.6%
Diversified Telecommunication Services – 2.6%
Qwest Communications International, Inc.		383,210		2,682,470
Total Common Stocks (cost $77,409,171)				88,504,731
SHORT-TERM INVESTMENTS – 13.9%
Investment Companies – 13.9%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $14,129,970)		14,129,970		14,129,970
Total Investments – 101.0% (cost $91,539,141)				102,634,701
Other assets less liabilities – (1.0)%				(1,059,254	)
Net Assets – 100.0%			$	101,575,447

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

12 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

November 30, 2010

Assets
Investments in securities, at value
Unaffiliated issuers (cost $77,409,171)	$	88,504,731
Affiliated issuers (cost $14,129,970)		14,129,970
Receivable for capital stock sold		282,755
Dividends receivable		168,374
Total assets		103,085,830
Liabilities
Payable for capital stock redeemed		922,007
Payable for investment securities purchased		340,643
Distribution fee payable		37,662
Advisory fee payable		22,736
Administrative fee payable		18,501
Transfer Agent fee payable		16,267
Accrued expenses		152,567
Total liabilities		1,510,383
Net Assets	$	101,575,447
Composition of Net Assets
Capital stock, at par	$	9,495
Additional paid-in capital		127,072,419
Accumulated net realized loss on investment transactions		(36,602,027	)
Net unrealized appreciation on investments		11,095,560
	$	101,575,447

Net Asset Value Per Share—21 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	66,586,970		6,082,794	$	10.95	*
B	$	16,531,114		1,604,041	$	10.31
C	$	17,853,796		1,752,696	$	10.19
Advisor	$	15,922		1,452	$	10.97
R	$	190,220		17,551	$	10.84
K	$	390,156		35,529	$	10.98
I	$	7,269		658.48	$	11.04

* The maximum offering price per share for Class A shares was $11.44 which reflects a sales charge of 4.25%.

See notes to financial statements.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 13

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended November 30, 2010

Investment Income
Dividends
Unaffiliated issuers	$	1,379,867
Affiliated issuers		14,289		$	1,394,156
Expenses
Advisory fee (see Note B)		600,778
Distribution fee—Class A		209,101
Distribution fee—Class B		200,722
Distribution fee—Class C		186,805
Distribution fee—Class R		1,932
Distribution fee—Class K		936
Transfer agency—Class A		214,942
Transfer agency—Class B		77,165
Transfer agency—Class C		61,940
Transfer agency—Advisor Class		31
Transfer agency—Class R		954
Transfer agency—Class K		733
Transfer agency—Class I		2
Registration fees		102,346
Custodian		99,123
Printing		83,077
Administrative		77,089
Legal		56,114
Directors’ fees		51,537
Audit		42,970
Miscellaneous		19,258
Total expenses		2,087,555
Less: expenses waived and reimbursed by the Adviser (see Note B)		(209,281	)
Less: expenses waived by the Distributor (see Note C)		(120,433	)
Net expenses					1,757,841
Net investment loss					(363,685	)
Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions					10,978,457
Net change in unrealized appreciation/depreciation of investments					1,851,102
Net gain on investment transactions					12,829,559
Net Increase in Net Assets from Operations				$	12,465,874

See notes to financial statements.

14 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended November 30, 2010			Year Ended November 30, 2009
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(363,685	)	$	(86,944	)
Net realized gain (loss) on investment transactions		10,978,457			(10,820,800	)
Net change in unrealized appreciation/depreciation of investments		1,851,102			38,601,094
Net increase in net assets from operations		12,465,874			27,693,350
Dividends and Distributions to Shareholders from
Net investment income
Class A		– 0	–		(297,156	)
Class B		– 0	–		(76,653	)
Class R		– 0	–		(3,773	)
Class I		– 0	–		(63	)
Tax return of capital
Class A		– 0	–		(24,634	)
Class B		– 0	–		(6,355	)
Class R		– 0	–		(313	)
Class I		– 0	–		(5	)
Capital Stock Transactions
Net decrease		(29,763,942	)		(28,012,275	)
Capital Contributions
Proceeds from third party regulatory settlement (see Note E)		– 0	–		16,333
Total decrease		(17,298,068	)		(711,544	)
Net Assets
Beginning of period		118,873,515			119,585,059
End of period (including accumulated net investment loss of $0 and $0, respectively)	$	101,575,447		$	118,873,515

See notes to financial statements.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 15

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

November 30, 2010

NOTE A

Significant Accounting Policies

AllianceBernstein Core Opportunities Fund, Inc. (formerly, 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, Advisor Class (effective March 31, 2010), 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 Mutual 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 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. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that 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 (“U.S. GAAP”) 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

16 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“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

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 17

Notes to Financial Statements

a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish 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 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 November 30, 2010:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

$

88,504,731

$

– 0

–

$

– 0

–

$

88,504,731

Short-Term Investments

14,129,970

– 0

–

– 0

–

14,129,970

Total Investments in Securities

102,634,701

– 0

–

– 0

–

102,634,701

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

102,634,701

$

– 0

–

$

– 0

–

$

102,634,701

* 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

18 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

investments, foreign currency exchange contracts, holding of foreign currencies, 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 U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be 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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 19

Notes to Financial Statements

determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

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. As of March 1, 2010 the Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.35%, 2.05%, 2.05%, 1.05%, 1.55%, 1.30% and 1.05% of the daily average net assets for the Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively (the “Expense Caps”). The Expense Caps will expire on November 30, 2011 and then may be extended by the Adviser for additional one year terms. For the year ended November 30, 2010, such reimbursement amounted to $209,281.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended November 30, 2010, such fee amounted to $77,089.

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 services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $184,132 for the year ended November 30, 2010.

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 $4,011 from the sale of Class A shares and received $2,418, $8,107 and $1,953 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended November 30, 2010.

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

20 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

its own expenses. A summary of the Fund’s transactions in shares of the Government STIF Portfolio for the year ended November 30, 2010 is as follows:

Market Value November 30, 2009 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value November 30, 2010 (000)		Dividend Income (000)
$    14,202	$	87,196	$	87,268	$	14,130	$	14

Brokerage commissions paid on investment transactions for the year ended November 30, 2010 amounted to $145,167, of which $0 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 Advisor Class and 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 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 year ended November 30, 2010, such waiver amounted to $120,433. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $83,199, $1,646,527, $163,727, and $31,026 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 21

Notes to Financial Statements

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended November 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	97,525,074		$	128,719,727
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	91,939,535
Gross unrealized appreciation	$	14,157,255
Gross unrealized depreciation		(3,462,089	)
Net unrealized appreciation	$	10,695,166

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 Fund did not engage in derivatives transactions for the year ended November 30, 2010.

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 other 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 CORE OPPORTUNITIES 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
	Year Ended November 30, 2010			Year Ended November 30, 2009			Year Ended November 30, 2010			Year Ended November 30, 2009
Class A
Shares sold		786,115			1,382,398		$	8,066,836		$	11,336,750
Shares issued in reinvestment of dividends and distributions		– 0	–		36,827			– 0	–		284,306
Shares converted from Class B		593,019			954,979			5,942,686			8,212,044
Shares redeemed		(2,736,408	)		(3,096,344	)		(27,358,276	)		(26,735,521	)
Net decrease		(1,357,274	)		(722,140	)	$	(13,348,754	)	$	(6,902,421	)
Class B
Shares sold		54,651			128,540			$522,050		$	984,412
Shares issued in reinvestment of dividends and distributions		– 0	–		10,200			– 0	–		74,557
Shares converted to Class A		(628,136	)		(1,009,328	)		(5,942,686	)		(8,212,044	)
Shares redeemed		(584,208	)		(1,049,806	)		(5,592,040	)		(8,223,864	)
Net decrease		(1,157,693	)		(1,920,394	)	$	(11,012,676	)	$	(15,376,939)
Class C
Shares sold		176,624			307,405		$	1,685,342		$	2,424,582
Shares redeemed		(653,364	)		(976,250	)		(6,215,690	)		(7,605,833	)
Net decrease		(476,740	)		(668,845	)	$	(4,530,348	)	$	(5,181,251	)
Advisor Class(a)
Shares sold		5,110			– 0	–	$	54,050		$	– 0	–
Shares redeemed		(3,658	)		– 0	–		(40,085	)		– 0	–
Net increase		1,452			– 0	–	$	13,965		$	– 0	–
Class R
Shares sold		8,859			50,523		$	89,700		$	365,118
Shares issued in reinvestment of dividends and distributions		– 0	–		533			– 0	–		4,086
Shares redeemed		(91,304	)		(100,311	)		(931,229	)		(866,154	)
Net decrease		(82,445	)		(49,255	)	$	(841,529	)	$	(496,950	)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 23

Notes to Financial Statements

	Shares						Amount
	Year Ended November 30, 2010			Year Ended November 30, 2009			Year Ended November 30, 2010			Year Ended November 30, 2009
Class K
Shares sold		4,548			13,838		$	45,341		$	122,666
Shares redeemed		(8,797	)		(19,843	)		(89,941	)		(177,381	)
Net decrease		(4,249	)		(6,005	)	$	(44,600)		$	(54,715	)
Class I
Shares sold		– 0	–		– 0	–(b)	$	– 0	–	$	1
Net increase		– 0	–		– 0	–(b)	$	– 0	–	$	1

(a) The Advisor Class commenced distributions on March 31, 2010.

(b) Amount is less than one share.

For the year ended November 30, 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.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price,

24 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $140 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 year ended November 30, 2010.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2010 and November 30, 2009 were as follows:

	2010			2009
Distributions paid from:
Ordinary income	$	– 0	–	$	377,645
Total taxable distributions		– 0	–		377,645
Tax return of capital		– 0	–		31,307
Total distributions paid	$	– 0	–	$	408,952

As of November 30, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(36,201,633	)(a)
Unrealized appreciation/(depreciation)		10,695,166	(b)
Total accumulated earnings/(deficit)	$	(25,506,467	)

^(a) On November 30, 2010, the Fund had a net capital loss carryforward for federal income tax purposes of $36,201,633 of which $20,621,761 expires in the year 2016 and $15,579,872 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the fiscal year, the Fund utilized capital loss carryforwards of $9,747,519.

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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 25

Notes to Financial Statements

During the current fiscal year, permanent differences primarily due to a net operating loss disallowance resulted in a net decrease in distributions in excess of net investment income and a net decrease in additional paid in capital. This reclassification had no effect on net assets.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

26 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.68			$  7.71			$  16.51			$  16.13			$  15.42
Income From Investment Operations
Net investment income (loss)(a)		(.01	)(b)		.01			.04			.11			.09
Net realized and unrealized gain (loss) on investment transactions		1.28			2.00			(5.63	)		1.91			1.54
Net increase (decrease) in net asset value from operations		1.27			2.01			(5.59	)		2.02			1.63
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.04	)		(.11	)		(.08	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.04	)		(3.21	)		(1.64	)		(.92	)
Net asset value, end of period		$  10.95			$  9.68			$  7.71			$  16.51			$  16.13
Total Return
Total investment return based on net asset value(d)		13.12	%*		26.20	%*		(42.15	)%*		13.59	%		11.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$66,587			$72,024			$62,968			$136,849			$134,079
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.41	%(e)		1.58	%		1.34	%		1.21	%(f)		1.21	%(e)
Expenses, before waivers/reimbursements		1.65	%(e)		1.58	%		1.34	%		1.21	%(f)		1.21	%(e)
Net investment income (loss)		(.14	)%(b)(e)		.11	%		.38	%		.68	%		.59	%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 27

Financial Highlights

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

	Class B
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.15			$  7.29			$  15.77			$  15.43			$  14.89
Income From Investment Operations
Net investment income (loss)(a)		(.05	)(g)		(.01	)(g)		.02	(g)		.07	(g)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		1.21			1.89			(5.31	)		1.83			1.48
Net increase (decrease) in net asset value from operations		1.16			1.88			(5.29	)		1.90			1.46
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.02	)		(.09	)		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.02	)		(3.19	)		(1.56	)		(.92	)
Net asset value, end of period		$  10.31			$  9.15			$  7.29			$  15.77			$  15.43
Total Return
Total investment return based on net asset value(d)		12.68	%*		25.82	%*		(42.20	)%*		13.37	%		10.41	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16,531			$25,273			$34,122			$92,156			$118,437
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.81	%(e)		1.77	%		1.49	%		1.40	%(f)		1.94	%(e)
Expenses, before waivers/reimbursements		2.41	%(e)		2.37	%		2.09	%		1.96	%(f)		1.94	%(e)
Net investment income (loss)		(.54	)%(e)(g)		(.11	)%(g)		.21	%(g)		.49	%(g)		(.14	)%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

28 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class C
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.07			$  7.24			$  15.68			$  15.42			$  14.88
Income From Investment Operations
Net investment loss(a)		(.08	)(b)		(.05	)		(.04	)		(.01	)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		1.20			1.88			(5.30	)		1.83			1.48
Net increase (decrease) in net asset value from operations		1.12			1.83			(5.34	)		1.82			1.46
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Net asset value, end of period		$  10.19			$  9.07			$  7.24			$  15.68			$  15.42
Total Return
Total investment return based on net asset value(d)		12.35	%*		25.28	%*		(42.57	)%*		12.80	%		10.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17,854			$20,225			$20,997			$49,598			$49,794
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		2.12	%(e)		2.31	%		2.06	%		1.93	%(f)		1.92	%(e)
Expenses, before waivers/reimbursements		2.37	%(e)		2.31	%		2.06	%		1.93	%(f)		1.92	%(e)
Net investment loss		(.85	)%(b)(e)		(.64	)%		(.35	)%		(.03	)%		(.12	)%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 29

Financial Highlights

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

	Advisor Class
	March 31, 2010(h) to November 30, 2010
Net asset value, beginning of period		$  10.48
Income From Investment Operations
Net investment income(a)		.01	(b)
Net realized and unrealized gain on investment transactions		.48
Net increase in net asset value from operations		.49
Net asset value, end of period		$  10.97
Total Return
Total investment return based on net asset value(d)		4.68	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.05	%(e)(i)
Expenses, before waivers/reimbursements		1.33	%(e)(i)
Net investment income		.17	%(b)(e)(i)
Portfolio turnover rate		99	%

See footnote summary on page 34.

30 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class R
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.60			$  7.64			$  16.39			$  16.06			$  15.39
Income From Investment Operations
Net investment income (loss)(a)		(.04	)(b)		.00	(c)		.03			.07			.06
Net realized and unrealized gain (loss) on investment transactions		1.28			1.99			(5.58	)		1.90			1.53
Net increase (decrease) in net asset value from operations		1.24			1.99			(5.55	)		1.97			1.59
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.03	)		(.10	)		(.08	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.03	)		(3.20	)		(1.64	)		(.92	)
Net asset value, end of period		$  10.84			$  9.60			$  7.64			$  16.39			$  16.06
Total Return
Total investment return based on net asset value(d)		12.92	%*		26.10	%*		(42.22	)%*		13.32	%		10.94	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$190			$960			$1,141			$2,329			$1,665
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.63	%(e)		1.69	%		1.49	%		1.43	%(f)		1.44	%(e)
Expenses, before waivers/reimbursements		1.75	%(e)		1.69	%		1.49	%		1.43	%(f)		1.44	%(e)
Net investment income (loss)		(.39	)%(b)(e)		(.02	)%		.23	%		.46	%		.42	%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 31

Financial Highlights

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

	Class K
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.70			$  7.68			$  16.48			$  16.17			$  15.43
Income From Investment Operations
Net investment income (loss)(a)		(.00	)(b)(c)		.02			.04			.12			.15
Net realized and unrealized gain (loss) on investment transactions		1.28			2.00			(5.58	)		1.90			1.51
Net increase (decrease) in net asset value from operations		1.28			2.02			(5.54	)		2.02			1.66
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.16	)		(.15	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Total dividends and distributions		– 0	–		– 0	–		(3.26	)		(1.71	)		(.92	)
Net asset value, end of period		$  10.98			$  9.70			$  7.68			$  16.48			$  16.17
Total Return
Total investment return based on net asset value(d)		13.20	%*		26.30	%*		(42.05	) %*		13.61	%		11.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$390			$386			$352			$2,479			$335
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements		1.33	%(e)		1.40	%		1.22	%		1.13	%(f)		1.04	%(e)
Expenses, before waivers/reimbursements		1.49	%(e)		1.40	%		1.22	%		1.13	%(f)		1.04	%(e)
Net investment income (loss)		(.05	)%(b)(e)		.27	%		.38	%		.78	%		.96	%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

32 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class I
	Year Ended November 30,
	2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.72			$  7.77			$  16.61			$  16.25			$  15.47
Income From Investment Operations
Net investment income(a)		.03	(b)		.06			.10			.14			.19
Net realized and unrealized gain (loss) on investment transactions		1.29			1.99			(5.65	)		1.95			1.51
Net increase (decrease) in net asset value from operations		1.32			2.05			(5.55	)		2.09			1.70
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.09	)		(.19	)		(.17	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		(.01	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		(.10	)		(3.29	)		(1.73	)		(.92	)
Net asset value, end of period		$  11.04			$  9.72			$  7.77			$  16.61			$  16.25
Total Return
Total investment return based on net asset value(d)		13.58	%*		26.77	%*		(41.81	)%*		14.00	%		11.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7			$6			$5			$23			$248
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.02	%(e)		.98	%		.83	%		.78	%(f)		.73	%(e)
Expenses, before waivers/reimbursements		1.08	%(e)		.98	%		.83	%		.78	%(f)		.73	%(e)
Net investment income		.25	%(b)(e)		.70	%		.77	%		.87	%		1.34	%(e)
Portfolio turnover rate		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 34.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 33

Financial Highlights

(a) Based on average shares outstanding.

(b) Net of fees and expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

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

(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) Net of fees and expenses waived by Distributor.

(h) Commencement of distributions.

(i) Annualized.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended November 30, 2010, November 30, 2009 and November 30, 2008 by 0.70%, 1.94% and 0.02%, respectively. For the period ended November 30, 2010, these proceeds enhanced performance of the Advisor Class shares by 0.32%.

See notes to financial statements.

34 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of AllianceBernstein Core Opportunities Fund, Inc.

We have audited the accompanying statement of assets and liabilities of AllianceBernstein Core Opportunities Fund, Inc. (formerly AllianceBernstein Focused Growth & Income Fund, Inc.) (the “Fund”), including the portfolio of investments, as of November 30, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2010 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Core Opportunities Fund, Inc. at November 30, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated periods, in conformity with U.S. generally accepted accounting principles.

New York, New York

January 26, 2011

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 35

Report of Independent Registered Public Accounting Firm

2010 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Fund for the taxable year ended November 30, 2010.

For the taxable year ended November 30, 2010, the Fund designates $1,269,253 as the maximum amount that may be considered qualified dividend income for individual shareholders.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2011.

36 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

2010 Federal Tax Information

RESULTS OF SHAREHOLDERS MEETING

(unaudited)

The Annual Meeting of Stockholders of the AllianceBernstein Core Opportunities Fund, Inc. (the “Fund”) was held on November 5, 2010 and adjourned until December 16, 2010 and January 5, 2011. At the December 16, 2010 Meeting, with respect to the first item of business, the election of Directors, the required number of outstanding shares were voted in favor of the proposal, and the proposal was approved. At the January 5, 2011 Meeting, with respect to the fifth item of business, changes to the fundamental policy regarding commodities, the required number of outstanding shares were voted in favor of the proposal, and the proposal was approved. With respect to the fourth item, to amend and restate the charter of the Fund, an insufficient number of required outstanding shares were voted in favor of the proposal and, therefore the proposal was not approved. A description of each proposal and number of shares voted at the Meetings are as follows (the proposal numbers shown below correspond to the proposal numbers in the Fund’s proxy statement):

	Voted For		Withheld Authority
1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies.
John H. Dobkin		5,935,230		280,398
Michael J. Downey		5,952,520		263,108
William H. Foulk, Jr.		5,931,404		284,224
D. James Guzy		5,925,688		289,940
Nancy P. Jacklin		5,953,477		262,151
Robert M. Keith		5,929,060		286,568
Garry L. Moody		5,946,863		268,765
Marshall C. Turner		5,948,201		267,428
Earl D. Weiner		5,930,265		285,363

	Voted For	Voted Against	Abstained	Non-Broker Votes
4. Approve the amendment and restatement of the Fund’s Charter, which would repeal in its entirety all currently existing charter provisions and substitute in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Proxy Statement as Appendix C.	4,233,360	141,650	348,141	1,477,617
5. Approve the Amendment of the Fund’s fundamental policy regarding commodities	4,208,618	188,412	326,120	1,477,617

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 37

Results of Shareholders Meeting

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⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

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

Frank V. Caruso⁽²⁾ , Senior 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.

38 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Board of Directors

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (FIRST YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, † 1345 Avenue of the Americas New York, NY 10105 50 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”)** and head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		97	None
DISINTERESTED DIRECTORS
Chairman of the Board William H. Foulk, Jr., #, ## 78 (1999)	Investment Adviser and an Independent Consultant since prior to 2006. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983 and has been Chairman of the AllianceBernstein Funds and of the Independent Directors Committee of such Funds since 2003. He is also active in a number of mutual fund related organizations and committees.		97	None

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 39

Management of the Fund

NAME, ADDRESS*, AGE, (FIRST YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
John H. Dobkin, # 68 (1999)	Independent Consultant since prior to 2006. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		96	None
Michael J. Downey, # 67 (2005)	Private Investor since prior to 2006. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, Director of the Prudential Mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005 and is a director of two other registered investment companies (and Chairman of one of them).		96	Asia Pacific Fund, Inc. and The Merger Fund since prior to 2006 and Prospect Acquisition Corp. (financial services) since 2007 until 2009

40 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Management of the Fund

NAME, ADDRESS*, AGE, (FIRST YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, # 74 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2006. He was a Director of Intel Corporation (semi-conductors) from 1969 until 2008 and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1982.		96	Cirrus Logic Corporation (semi-conductors) and PLX Technology, Inc. (semi-conductors) since prior to 2006 and Intel Corporation (semi-conductors) since prior to 2006 until 2008
Nancy P. Jacklin, # 62 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006.		96	None

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 41

Management of the Fund

NAME, ADDRESS*, AGE, (FIRST YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 58 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP, (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services. He is also a member of the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and serves on that organization’s Education and Communications Committee. He has served as a director or trustee, and as Chairman of the Audit Committee, of most of the AllianceBernstein Funds since 2008.		96	None
Marshall C. Turner, Jr., # 69 (2005)	Private Investor since prior to 2006. Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2005, and President and CEO, 2005-2006, after the company was acquired and renamed Toppan Photomasks, Inc. He has extensive experience in venture capital investing including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of a number of education and science-related non-profit organizations. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1992.		96	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) since prior to 2006

42 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Management of the Fund

NAME, ADDRESS*, AGE, (FIRST YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, # 71 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP; member of ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and is Chairman of the Governance and Nominating Committees of most of the Funds.		96	None

* The address for each of the Fund’s independent Directors is c/o AllianceBernstein L.P. Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

† Mr. Keith is an “interested person”, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

# Member of the Fair Value Pricing Committee.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 43

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS**
Robert M. Keith 50	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 65	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Frank V. Caruso 54	Senior Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2006.
Emilie D. Wrapp 55	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2006.
Joseph J. Mantineo 51	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2006.
Phyllis J. Clarke 50	Controller	Vice President of ABIS**, with which she has been associated since prior to 2006.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.

44 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Management of the 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 Core Opportunities Fund, Inc. (the “Fund”).^2,3 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 21, 2010 and presented to the Board of Directors on May 4-6, 2010 .

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.

3 Prior to March 1, 2010, the Fund was known as Focused Growth & Income Fund, Inc.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 45

based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Fund
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	119.3	Core Opportunities 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 $90,460 (0.08% of the Fund’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Fund for that portion of its total operating expenses to the degree necessary to limit the Fund’s expense ratios to the amounts set forth below for the Fund’s fiscal year. The waiver is terminable by the Adviser at the end of the Fund’s fiscal year upon at least 60 days written notice prior to the termination date of the undertaking. In addition, set forth below are the gross expense ratios of the Fund for the most recent semi-annual period:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio5			Fiscal Year End
Core Opportunities Fund, Inc.6	Advisor Class A Class B Class C Class R Class K Class I	N/A 1.35 2.05 2.05 1.55 1.30 1.05	%  %  %  %  %  %		N/A 1.58 2.37 2.31 1.69 1.40 0.98	%  %  %  %  %  %	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.

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

5 Annualized.

6 Expense caps effective March 1, 2010. Advisor class shares to be offered effective March 1, 2010.

46 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 47

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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Fund.⁷ 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 March 31, 2010 net assets:⁸

Fund	Net Assets 03/31/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Core Opportunities Fund, Inc.		$119.3	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		0.457%		0.550%

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

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.⁹

7 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section §36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

8 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.

9 In considering this section, the Directors are cautioned to remember the Jones Court discussion of fund fee comparisons, “Courts should not rely too heavily on comparisons with fees charged to mutual funds by other advisers. These comparisons are problematic because those fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 13.

48 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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”)¹⁰ at the approximate current asset level of the Fund.¹¹

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 (%)12		Lipper Exp. Group Median (%)		Rank
Core Opportunities Fund, Inc.		0.550		0.754		2/18

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 EU¹³ 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 twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009,

10 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.

11 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.

12 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.

13 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 49

notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁴

Fund	Expense Ratio (%)15	Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Core Opportunities Fund, Inc.	1.579		1.299		15/18		1.230		77/86

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 2009, relative to 2008.

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

14 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. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

50 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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 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 2009, ABI paid approximately 0.04% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $13.8 million for distribution services and educational support (revenue sharing payments). During the Fund’s most recently completed fiscal year, ABI received from the Fund $1,913, $711,656 and $14,981 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 $221,353 in fees from the Fund.¹⁶

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 Fund’s 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.

16 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. There was no expense offset during the Fund’s most recently completed fiscal year.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 51

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁷ 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 Deli¹⁸ study on advisory fees and various fund characteristics.¹⁹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ 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 $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

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

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

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 14.

20 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.

52 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

The information prepared by Lipper shows the 1, 3, 5, and 10 year performance rankings of the Fund²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended January 31, 2010.²³

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year		23.47		32.92		32.16	15/18	92/99
3 year		-7.88		-8.45		-8.48	7/17	34/93
5 year		-1.13		-0.63		-0.17	9/14	60/83
10 year		3.88		2.44		1.91	2/10	8/49

Set forth below are the 1, 3, 5, and 10 year and since inception performance returns of the Fund (in bold)²⁴ versus its benchmark.²⁵ Fund and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

21 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.

22 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.

23 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.

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

25 The Adviser provided Fund and benchmark performance return information for periods through January 31, 2010.

26 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 53

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Core Opportunities Fund, Inc.		23.47		-7.88		-1.13		3.88		3.78		19.33		0.14		10
S&P 500 Index		33.14		-7.24		0.18		-0.80		-1.07		16.02		-0.15		10
Russell 1000 Value Index		31.44		-10.20		-0.46		2.52		2.36		N/A		N/A		N/A
Inception Date: December 22, 1999

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: June 2, 2010

54 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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

Conservative Wealth Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Tax-Managed Conservative Wealth 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

U.S. Strategic Research Portfolio

Global & International

Global Growth Fund

Global Thematic Growth Fund

Greater China ‘97 Fund

International Discovery Equity Portfolio

International Growth Fund

Value Funds

Domestic

Balanced Shares

Core Opportunities Fund*

Growth & Income Fund

Small/Mid Cap Value Fund

Equity Income Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Diversified Yield Fund

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Short Duration Portfolio

Municipal Bond Funds

Arizona Municipal Bond Inflation Strategy California High Income Massachusetts Michigan Minnesota National 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

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

The Ibero-America Fund*

Inflation Strategies

Real-Asset Strategy*

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 January 20, 2010, The Ibero-America Fund was named The Spain Fund. Prior to March 1, 2010, Core Opportunities Fund was named the Focused Growth & Income Fund. Prior to August 31, 2010, Equity Income Fund was named Utility Income Fund. Prior to September 27, 2010, Real-Asset Strategy was named Multi-Asset Inflation Strategy.

** 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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 55

AllianceBernstein Family of Funds

NOTES

56 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

NOTES

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 57

NOTES

58 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

NOTES

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 59

NOTES

60 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

ALLIANCEBERNSTEIN CORE OPPORTUNITIES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

CO-0151-1110

ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody and William H. Foulk, Jr. qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) – (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues and quarterly press release review (for those Funds which issue press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

		Audit Fees		Audit-Related Fees		Tax Fees
AB Core Opportunities	2009	$	33,040	$	—	$	7,834
	2010	$	29,000	$	—	$	11,631

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund, which include preparing an annual internal control report pursuant to Statement on Auditing Standards No. 70 (“Service Affiliates”):

		All Fees  for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount  of Foregoing Column Pre-approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB Core Opportunities	2009	$	782,490	$	251,680
				$	(243,846	)
				$	(7,834	)
	2010	$	804,646	$	139,346
				$	(127,715	)
				$	(11,631	)

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

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.

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-3 (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 (a) (1)	Code of Ethics that is subject to the disclosure of Item 2 hereof
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

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 Core Opportunities Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: January 28, 2011

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: January 28, 2011

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: January 28, 2011