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, 2011

Date of reporting period: May 31, 2011

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMI-ANNUAL REPORT

AllianceBernstein Core Opportunities Fund

May 31, 2011

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our website 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 website at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) website 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 website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

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

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

July 14, 2011

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Core Opportunities Fund (the “Fund”) for the semi-annual reporting period ended May 31, 2011.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in the equity securities of U.S. 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-U.S. 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 Standard & Poor’s (S&P) 500 Index, for the six-and 12-month periods ended May 31, 2011. 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.

Class A shares of the Fund outperformed the benchmark during both the six-and 12-month periods ended May 31, 2011, before sales charges. The Fund also outperformed its Lipper Average for both periods. For the six-month period, security selection was strong and broad based. The Fund’s position in Lorillard, the tobacco firm that produces Newport cigarettes, rallied sharply after a Food and Drug Administration advisory committee declined to advocate a ban on menthol in cigarettes. Fears that the committee would advocate such a ban had been depressing Lorillard’s share price as their Newport brand of cigarettes are menthol-flavored. In healthcare, both UnitedHealth Group and Vertex Pharmaceuticals contributed positively to performance. UnitedHealth Group benefited from growing evidence that 2010’s health care reform act and other regulations were not as detrimental to health management organization (HMO) earnings as investors had feared. Not owning various top-performing energy stocks, such as ConocoPhillips, Marathon Oil, Halliburton and Baker Hughes, detracted.

For the 12-month period ended May 31, 2011, security selection was again strong and broad based. Lorillard led the top performing stocks, along with VeriFone Systems and UnitedHealth Group. Underweighting financials added to relative returns. Stock selection in the energy sector detracted, including the Fund’s position in BP, and the avoidance of energy firms Schlumberger and Halliburton. Investors retreated from BP in the wake of the Gulf spill. The Fund’s

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 1

Relative Value Investment Team (the “Team”) was originally attracted to BP due to its combination of best in class production growth and low valuation. The Team continues to believe that BP is attractively valued. The company has been aggressively disposing of non-essential assets at very attractive prices to fund liability payments and future liability risk.

The Fund did not utilize leverage or derivatives during the six- or 12-month periods ended May 31, 2011.

Market Review and Investment Strategy

Despite strong recent returns, investors remain skeptical about the durability of the earnings recovery, yet tempted by low historical equity valuations compared to fixed income valuations. This increasing interest in equities seems to have been amplified by percolating inflation fear. Markets continue to be characterized by undifferentiated moves between stocks (high correlations) and violent shifts in

risk preferences. The Team continues to seek to take advantage of attractive valuations across a wide range of sectors. At the same time, the Team uses its research to identify stocks which also offer lower volatility characteristics to help provide downside protection given current high levels of market volatility.

The Fund remained populated with stocks that adhere to the Team’s investment philosophy, and its large exposures to industrials and technology stocks continued to be rewarded. The Team plans to maintain the Fund’s large underweight in financials.

The Fund’s relative value investment process balances valuation with quality (fundamental business success) and momentum. This approach has historically worked well over time, but not in all environments. The Fund currently has a modest tilt to cyclical sectors, with an overweight in technology and industrials and consumer sectors, and underweights in the consumer sectors, relative to the benchmark.

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 Fund 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

The unmanaged S&P^® 500 Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. 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-U.S. 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. These risks are fully discussed in the Fund’s prospectus.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 3

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE FUND VS. ITS BENCHMARK PERIODS ENDED MAY 31, 2011	NAV Returns
	6 Months		12 Months
AllianceBernstein Core Opportunities Fund*
Class A		17.08%		32.03%
Class B**		16.88%		31.41%
Class C		16.68%		31.09%
Advisor Class†		17.23%		32.30%
Class R†		16.97%		31.81%
Class K†		17.12%		32.03%
Class I†		17.30%		32.41%
S&P 500 Index		15.03%		25.95%
Lipper Multi-Cap Core Funds Average		14.79%		26.25%
*    Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended May 31, 2011, by 0.26% and 0.53%, 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.       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)

AVERAGE ANNUAL RETURNS AS OF MAY 31, 2011
	NAV Returns			SEC Returns
Class A Shares
1 Year		32.03	%		26.43	%
5 Years		4.33	%		3.43	%
10 Years		2.82	%		2.38	%
Class B Shares
1 Year		31.41	%		27.41	%
5 Years		4.02	%		4.02	%
10 Years(a)		2.37	%		2.37	%
Class C Shares
1 Year		31.09	%		30.09	%
5 Years		3.59	%		3.59	%
10 Years		2.10	%		2.10	%
Advisor Class Shares†
1 Year		32.30	%		32.30	%
Since Inception*		19.17	%		19.17	%
Class R Shares†
1 Year		31.81	%		31.81	%
5 Years		4.15	%		4.15	%
Since Inception*		4.88	%		4.88	%
Class K Shares†
1 Year		32.03	%		32.03	%
5 Years		4.42	%		4.42	%
Since Inception*		3.51	%		3.51	%
Class I Shares†
1 Year		32.41	%		32.41	%
5 Years		4.79	%		4.79	%
Since Inception*		3.86	%		3.86	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.65%, 2.41%, 2.37%, 1.33%, 1.75%, 1.49% and 1.08% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. 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 shares, 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)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (JUNE 30, 2011)
	SEC Returns
Class A Shares
1 Year		32.46	%
5 Years		3.27	%
10 Years		2.55	%
Class B Shares
1 Year		33.78	%
5 Years		3.88	%
10 Years(a)		2.53	%
Class C Shares
1 Year		36.51	%
5 Years		3.45	%
10 Years		2.27	%
Advisor Class Shares†
1 Year		38.80	%
Since Inception*		16.62	%
Class R Shares†
1 Year		38.19	%
5 Years		4.02	%
Since Inception*		4.65	%
Class K Shares†
1 Year		38.49	%
5 Years		4.29	%
Since Inception*		3.26	%
Class I Shares†
1 Year		38.87	%
5 Years		4.64	%
Since Inception*		3.61	%

* 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.

6 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Historical Performance

FUND EXPENSES

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value December 1, 2010				Ending Account Value May 31, 2011				Expenses Paid During Period*
	Actual		Hypothetical		Actual		Hypothetical**		Actual		Hypothetical
Class A	$	1,000	$	1,000	$	1,170.77	$	1,018.20	$	7.31	$	6.79
Class B	$	1,000	$	1,000	$	1,168.77	$	1,016.40	$	9.25	$	8.60
Class C	$	1,000	$	1,000	$	1,166.83	$	1,014.71	$	11.07	$	10.30
Advisor Class	$	1,000	$	1,000	$	1,172.29	$	1,019.70	$	5.69	$	5.29
Class R	$	1,000	$	1,000	$	1,169.74	$	1,017.20	$	8.38	$	7.80
Class K	$	1,000	$	1,000	$	1,171.22	$	1,018.45	$	7.04	$	6.54
Class I	$	1,000	$	1,000	$	1,173.01	$	1,019.85	$	5.53	$	5.14

* Expenses are equal to the classes’ annualized expense ratios of 1.35%, 1.71%, 2.05%, 1.05% 1.55%, 1.30% and 1.02%, respectively, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

** Assumes 5% return before expenses.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 7

Fund Expenses

PORTFOLIO SUMMARY

May 31, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $109.5

TEN LARGEST HOLDINGS^**

May 31, 2011 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Lorillard, Inc.	$	4,580,074		4.2	%
BP PLC (Sponsored ADR)		4,489,904		4.1
UnitedHealth Group, Inc.		4,260,119		3.9
Amgen, Inc.		4,231,746		3.9
Exxon Mobil Corp.		4,031,601		3.7
Apple, Inc.		3,860,913		3.5
Gilead Sciences, Inc.		3,368,418		3.1
Chevron Corp.		3,199,755		2.9
Comcast Corp. – Class A		3,109,568		2.8
Danaher Corp.		3,086,398		2.8
	$	38,218,496		34.9	%

* All data are as of May 31, 2011. The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

** Long-term Investments.

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

8 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

May 31, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 91.4%
Information Technology – 19.2%
Computers & Peripherals – 3.5%
Apple, Inc.(a)		11,100	$	3,860,913
Internet Software & Services – 2.6%
Google, Inc. – Class A(a)		5,300		2,803,806
IT Services – 2.4%
Accenture PLC		32,311		1,854,328
VeriFone Systems, Inc.(a)		14,720		708,474
				2,562,802
Semiconductors & Semiconductor Equipment – 1.5%
Marvell Technology Group Ltd.(a)		100,684		1,635,108
Software – 9.2%
Activision Blizzard, Inc.		81,390		975,866
Aspen Technology, Inc.(a)		67,600		1,118,780
MICROS Systems, Inc.(a)		19,600		1,000,776
Microsoft Corp.		121,200		3,031,212
Oracle Corp.		88,500		3,028,470
TIBCO Software, Inc.(a)		33,400		938,206
				10,093,310
				20,955,939
Industrials – 19.0%
Aerospace & Defense – 2.4%
Honeywell International, Inc.		13,900		827,745
Raytheon Co.		36,600		1,843,908
				2,671,653
Air Freight & Logistics – 2.6%
United Parcel Service, Inc. – Class B		38,600		2,836,714
Electrical Equipment – 2.5%
AMETEK, Inc.		23,200		1,008,968
Emerson Electric Co.		13,500		736,425
Hubbell, Inc. – Class B		9,500		628,520
Thomas & Betts Corp.(a)		6,800		372,300
				2,746,213
Industrial Conglomerates – 2.5%
General Electric Co.		138,400		2,718,176
Machinery – 9.0%
Actuant Corp. – Class A		53,154		1,336,292
Danaher Corp.		56,600		3,086,398
Deere & Co.		11,800		1,015,744
Dover Corp.		12,000		806,760
Gardner Denver, Inc.		12,500		1,047,250
Middleby Corp.(a)		11,300		972,365
Valmont Industries, Inc.		16,000		1,603,520
				9,868,329
				20,841,085

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 9

Portfolio of Investments

Company	Shares		U.S. $ Value
Health Care – 16.6%
Biotechnology – 7.8%
Amgen, Inc.(a)		69,900	$	4,231,746
Gilead Sciences, Inc.(a)		80,700		3,368,418
Vertex Pharmaceuticals, Inc.(a)		17,500		944,825
				8,544,989
Health Care Providers & Services – 6.4%
AmerisourceBergen Corp. – Class A		23,300		960,426
HCA Holdings, Inc.(a)		49,700		1,734,033
UnitedHealth Group, Inc.		87,030		4,260,119
				6,954,578
Pharmaceuticals – 2.4%
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		52,700		2,682,430
				18,181,997
Energy – 13.3%
Energy Equipment & Services – 1.6%
Helmerich & Payne, Inc.		14,600		915,128
Oceaneering International, Inc.(a)		10,600		863,900
				1,779,028
Oil, Gas & Consumable Fuels – 11.7%
BP PLC (Sponsored ADR)		97,100		4,489,904
Chevron Corp.		30,500		3,199,755
Exxon Mobil Corp.		48,300		4,031,601
Noble Energy, Inc.		11,100		1,034,520
				12,755,780
				14,534,808
Financials – 8.7%
Capital Markets – 0.8%
Franklin Resources, Inc.		6,450		835,791
Diversified Financial Services – 2.6%
JPMorgan Chase & Co.		66,700		2,884,108
Insurance – 5.3%
ACE Ltd.		27,700		1,906,314
Axis Capital Holdings Ltd.		47,467		1,563,563
MetLife, Inc.		52,941		2,334,698
				5,804,575
				9,524,474
Consumer Discretionary – 6.7%
Household Durables – 0.6%
Harman International Industries, Inc.		13,400		642,798
Internet & Catalog Retail – 1.5%
Liberty Media Corp. – Interactive(a)		92,472		1,683,915

10 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
Media – 3.8%
Comcast Corp. – Class A		123,200	$	3,109,568
Interpublic Group of Cos., Inc. (The)		88,700		1,058,191
				4,167,759
Specialty Retail – 0.8%
TJX Cos., Inc.		16,500		874,830
				7,369,302
Consumer Staples – 5.9%
Tobacco – 5.9%
Lorillard, Inc.		39,730		4,580,074
Philip Morris International, Inc.		26,200		1,879,850
				6,459,924
Materials – 2.0%
Chemicals – 2.0%
CF Industries Holdings, Inc.		13,950		2,145,231
Total Common Stocks (cost $82,974,659)				100,012,760
SHORT-TERM INVESTMENTS – 8.0%
Investment Companies – 8.0%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.09%(b) (cost $8,781,892)		8,781,892		8,781,892
Total Investments – 99.4% (cost $91,756,551)				108,794,652
Other assets less liabilities – 0.6%				681,830
Net Assets – 100.0%			$	109,476,482

(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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 11

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

May 31, 2011 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $82,974,659)	$	100,012,760
Affiliated issuers (cost $8,781,892)		8,781,892
Receivable for investment securities sold		937,609
Receivable for capital stock sold		444,341
Dividends receivable		216,480
Total assets		110,393,082
Liabilities
Payable for capital stock redeemed		659,692
Payable for investment securities purchased		54,770
Distribution fee payable		39,062
Advisory fee payable		34,798
Administrative fee payable		23,545
Transfer Agent fee payable		20,013
Accrued expenses		84,720
Total liabilities		916,600
Net Assets	$	109,476,482
Composition of Net Assets
Capital stock, at par	$	8,734
Additional paid-in capital		118,256,186
Undistributed net investment income		15,770
Accumulated net realized loss on investment transactions		(25,842,309	)
Net unrealized appreciation on investments		17,038,101
	$	109,476,482

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	73,761,685		5,753,528	$	12.82	*
B	$	15,138,908		1,256,534	$	12.05
C	$	19,459,624		1,636,921	$	11.89
Advisor	$	382,119		29,711	$	12.86
R	$	267,973		21,133	$	12.68
K	$	457,646		35,575	$	12.86
I	$	8,527		658.48	$	12.95

* The maximum offering price per share for Class A shares was $13.39 which reflects a sales charge of 4.25%.

See notes to financial statements.

12 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended May 31, 2011 (unaudited)

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $2,440)	$	812,398
Affiliated issuers		7,212
Interest		16,595		$	836,205
Expenses
Advisory fee (see Note B)		295,160
Distribution fee—Class A		106,369
Distribution fee—Class B		83,058
Distribution fee—Class C		94,872
Distribution fee—Class R		581
Distribution fee—Class K		541
Transfer agency—Class A		92,642
Transfer agency—Class B		26,921
Transfer agency—Class C		26,748
Transfer agency—Advisor Class		263
Transfer agency—Class R		232
Transfer agency—Class K		432
Transfer agency—Class I		1
Registration fees		51,750
Custodian		49,322
Administrative		37,794
Directors’ fees		27,180
Legal		23,188
Audit		22,120
Printing		10,394
Miscellaneous		8,964
Total expenses		958,532
Less: expenses waived and reimbursed by the Adviser (see Note B)		(88,262	)
Less: expenses waived by the Distributor (see Note C)		(49,835	)
Net expenses					820,435
Net investment income					15,770
Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions					10,759,718
Net change in unrealized appreciation/ depreciation of investments					5,942,541
Net gain on investment transactions					16,702,259
Net Increase in Net Assets from Operations				$	16,718,029

See notes to financial statements.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 13

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income (loss)	$	15,770		$	(363,685	)
Net realized gain on investment transactions		10,759,718			10,978,457
Net change in unrealized appreciation/depreciation of investments		5,942,541			1,851,102
Net increase in net assets from operations		16,718,029			12,465,874
Capital Stock Transactions
Net decrease		(8,816,994	)		(29,763,942	)
Total increase (decrease)		7,901,035			(17,298,068	)
Net Assets
Beginning of period		101,575,447			118,873,515
End of period (including undistributed net investment income of $15,770 and $0, respectively)	$	109,476,482		$	101,575,447

See notes to financial statements.

14 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

May 31, 2011 (unaudited)

NOTE A

Significant Accounting Policies

AllianceBernstein Core Opportunities 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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND   • 15

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

16 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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 May 31, 2011:

Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	100,012,760	$	—	$	—	$	100,012,760
Short-Term Investments		8,781,892		—		—		8,781,892
Total Investments in Securities		108,794,652		—		—		108,794,652
Other Financial Instruments*		—		—		—		—
Total	$	108,794,652	$	—	$	—	$	108,794,652

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

3. Currency Translation

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

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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 17

Notes to Financial Statements

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 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.

18 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. 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 six months ended May 31, 2011, such reimbursement amounted to $88,262.

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 six months ended May 31, 2011, such fee amounted to $37,794.

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 $75,120 for the six months ended May 31, 2011.

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 $1,903 from the sale of Class A shares and received $360, $2,973 and $98 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended May 31, 2011.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Fund’s transactions in shares of the Government STIF Portfolio for the six months ended May 31, 2011 is as follows:

Market Value November 30, 2010 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value May 31, 2011 (000)		Dividend Income (000)
$    14,130	$	36,457	$	41,805	$	8,782	$	7

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 19

Notes to Financial Statements

Brokerage commissions paid on investment transactions for the six months ended May 31, 2011 amounted to $57,752, 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 six months ended May 31, 2011, such waiver amounted to $49,835. 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 $81,036, $1,695,010, $165,242, and $31,786 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended May 31, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	46,942,970		$	51,856,181
U.S. government securities		– 0	–		– 0	–

20 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

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

Gross unrealized appreciation	$	18,288,758
Gross unrealized depreciation		(1,250,657	)
Net unrealized appreciation	$	17,038,101

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 did not engage in derivatives transactions for the six months ended May 31, 2011.

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).

NOTE E

Capital Stock

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

	Shares						Amount
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30, 2010			Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30, 2010
Class A
Shares sold		372,169			786,115		$	4,523,131		$	8,066,836
Shares converted from Class B		181,790			593,019			2,262,889			5,942,686
Shares redeemed		(883,225	)		(2,736,408	)		(10,668,044	)		(27,358,276	)
Net decrease		(329,266	)		(1,357,274	)	$	(3,882,024	)	$	(13,348,754	)

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 21

Notes to Financial Statements

	Shares						Amount
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30, 2010			Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30, 2010
Class B
Shares sold		16,292			54,651		$	184,974		$	522,050
Shares converted to Class A		(193,308	)		(628,136	)		(2,262,889	)		(5,942,686	)
Shares redeemed		(170,491	)		(584,208	)		(1,948,581	)		(5,592,040	)
Net decrease		(347,507	)		(1,157,693	)	$	(4,026,496	)	$	(11,012,676	)
Class C
Shares sold		112,016			176,624		$	1,259,809		$	1,685,342
Shares redeemed		(227,791	)		(653,364	)		(2,557,883	)		(6,215,690	)
Net decrease		(115,775	)		(476,740	)	$	(1,298,074	)	$	(4,530,348	)
Advisor Class(a)
Shares sold		39,140			5,110		$	480,140		$	54,050
Shares redeemed		(10,881	)		(3,658	)		(135,470	)		(40,085	)
Net increase		28,259			1,452		$	344,670		$	13,965
Class R
Shares sold		4,157			8,859		$	50,171		$	89,700
Shares redeemed		(575	)		(91,304	)		(6,876	)		(931,229	)
Net increase (decrease)		3,582			(82,445	)	$	43,295		$	(841,529	)
Class K
Shares sold		7,148			4,548		$	87,497		$	45,341
Shares redeemed		(7,102	)		(8,797	)		(85,862	)		(89,941	)
Net increase (decrease)		46			(4,249	)	$	1,635		$	(44,600	)
Class I
No activity		– 0	–		– 0	–	$	– 0	–	$	– 0	–

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

NOTE F

Risks Involved in Investing in the Fund

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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

22 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

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, 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 six months ended May 31, 2011.

NOTE H

Distributions to Shareholders

The tax character of distributions to be paid for the year ending November 30, 2011 will be determined at the end of the current fiscal year. 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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 23

Notes to Financial Statements

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.

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.

24 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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

	Class A
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.95			$  9.68			$  7.71			$  16.51			$  16.13			$  15.42
Income From Investment Operations
Net investment income (loss)(a)		.01	(b)		(.01	)(b)		.01			.04			.11			.09
Net realized and unrealized gain (loss) on investment transactions		1.86			1.28			2.00			(5.63	)		1.91			1.54
Net increase (decrease) in net asset value from operations		1.87			1.27			2.01			(5.59	)		2.02			1.63
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.04	)		(.11	)		(.08	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		– 0	–		(.04	)		(3.21	)		(1.64	)		(.92	)
Net asset value, end of period		$  12.82			$  10.95			$  9.68			$  7.71			$  16.51			$  16.13
Total Return
Total investment return based on net asset value(d)		17.08	%*		13.12	%*		26.20	%*		(42.15	)%*		13.59	%		11.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$73,762			$66,587			$72,024			$62,968			$136,849			$134,079
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.35	%(e)		1.41	%(f)		1.58	%		1.34	%		1.21	%(g)		1.21	%(f)
Expenses, before waivers/reimbursements		1.54	%(e)		1.65	%(f)		1.58	%		1.34	%		1.21	%(g)		1.21	%(f)
Net investment income (loss)		.21	%(b)(e)		(.14	)%(b)(f)		.11	%		.38	%		.68	%		.59	%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 25

Financial Highlights

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

	Class B
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.31			$  9.15			$  7.29			$  15.77			$  15.43			$  14.89
Income From Investment Operations
Net investment income (loss)(a)		(.01	)(h)		(.05	)(h)		(.01	)(h)		.02	(h)		.07	(h)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		1.75			1.21			1.89			(5.31	)		1.83			1.48
Net increase (decrease) in net asset value from operations		1.74			1.16			1.88			(5.29	)		1.90			1.46
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.02	)		(.09	)		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		– 0	–		(.02	)		(3.19	)		(1.56	)		(.92	)
Net asset value, end of period		$  12.05			$  10.31			$  9.15			$  7.29			$  15.77			$  15.43
Total Return
Total investment return based on net asset value(d)		16.88	%*		12.68	%*		25.82	%*		(42.20	)%*		13.37	%		10.41	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,139			$16,531			$25,273			$34,122			$92,156			$118,437
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.71	%(e)		1.81	%(f)		1.77	%		1.49	%		1.40	%(g)		1.94	%(f)
Expenses, before waivers/reimbursements		2.31	%(e)		2.41	%(f)		2.37	%		2.09	%		1.96	%(g)		1.94	%(f)
Net investment income (loss)		(.16	)%(e)(h)		(.54	)%(f)(h)		(.11	)%(h)		.21	%(h)		.49	%(h)		(.14	)%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

26 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class C
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.19			$  9.07			$  7.24			$  15.68			$  15.42			$  14.88
Income From Investment Operations
Net investment loss(a)		(.03	)(b)		(.08	)(b)		(.05	)		(.04	)		(.01	)		(.02	)
Net realized and unrealized gain (loss) on investment transactions		1.73			1.20			1.88			(5.30	)		1.83			1.48
Net increase (decrease) in net asset value from operations		1.70			1.12			1.83			(5.34	)		1.82			1.46
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Net asset value, end of period		$  11.89			$  10.19			$  9.07			$  7.24			$  15.68			$  15.42
Total Return
Total investment return based on net asset value(d)		16.68	%*		12.35	%*		25.28	%*		(42.57	)%*		12.80	%		10.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$19,459			$17,854			$20,225			$20,997			$49,598			$49,794
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		2.05	%(e)		2.12	%(f)		2.31	%		2.06	%		1.93	%(g)		1.92	%(f)
Expenses, before waivers/reimbursements		2.26	%(e)		2.37	%(f)		2.31	%		2.06	%		1.93	%(g)		1.92	%(f)
Net investment loss		(.49	)%(b)(e)		(.85	)%(b)(f)		(.64	)%		(.35	)%		(.03	)%		(.12	)%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 27

Financial Highlights

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

	Advisor Class
	Six Months Ended May 31, 2011			March 31, 2010(i) to November 30,
	(unaudited)			2010
Net asset value, beginning of period		$  10.97			$  10.48
Income From Investment Operations
Net investment income(a)(b)		.03			.01
Net realized and unrealized gain on investment transactions		1.86			.48
Net increase in net asset value from operations		1.89			.49
Net asset value, end of period		$  12.86			$  10.97
Total Return
Total investment return based on net asset value(d)*		17.23	%		4.68	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$382			$16
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)		1.05	%		1.05	%(f)
Expenses, before waivers/reimbursements(e)		1.25	%		1.33	%(f)
Net investment income(b)(e)		.45	%		.17	%(f)
Portfolio turnover rate		48	%		99	%

See footnote summary on page 32.

28 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class R
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.84			$  9.60			$  7.64			$  16.39			$  16.06			$  15.39
Income From Investment Operations
Net investment income (loss)(a)		.00	(b)(c)		(.04	)(b)		(.00	)(c)		.03			.07			.06
Net realized and unrealized gain (loss) on investment transactions		1.84			1.28			1.99			(5.58	)		1.90			1.53
Net increase (decrease) in net asset value from operations		1.84			1.24			1.99			(5.55	)		1.97			1.59
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.03	)		(.10	)		(.08	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		– 0	–		(.00	)(c)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		– 0	–		(.03	)		(3.20	)		(1.64	)		(.92	)
Net asset value, end of period		$  12.68			$  10.84			$  9.60			$  7.64			$  16.39			$  16.06
Total Return
Total investment return based on net asset value(d)		16.97	%*		12.92	%*		26.10	%*		(42.22	)%*		13.32	%		10.94	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$268			$190			$960			$1,141			$2,329			$1,665
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements		1.55	%(e)		1.63	%(f)		1.69	%		1.49	%		1.43	%(g)		1.44	%(f)
Expenses, before waivers/ reimbursements		1.67	%(e)		1.75	%(f)		1.69	%		1.49	%		1.43	%(g)		1.44	%(f)
Net investment income (loss)		.02	%(b)(e)		(.39	)%(b)(f)		(.02	)%		.23	%		.46	%		.42	%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 29

Financial Highlights

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

	Class K
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.98			$  9.70			$  7.68			$  16.48			$  16.17			$  15.43
Income From Investment Operations
Net investment income (loss)(a)		.02	(b)		(.00	)(b)(c)		.02			.04			.12			.15
Net realized and unrealized gain (loss) on investment transactions		1.86			1.28			2.00			(5.58	)		1.90			1.51
Net increase (decrease) in net asset value from operations		1.88			1.28			2.02			(5.54	)		2.02			1.66
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		– 0	–		(.16	)		(.15	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Total dividends and distributions		– 0	–		– 0	–		– 0	–		(3.26	)		(1.71	)		(.92	)
Net asset value, end of period		$  12.86			$  10.98			$  9.70			$  7.68			$  16.48			$  16.17
Total Return
Total investment return based on net asset value(d)		17.12	%*		13.20	%*		26.30	%*		(42.05	)%*		13.61	%		11.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$457			$390			$386			$352			$2,479			$335
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements		1.30	%(e)		1.33	%(f)		1.40	%		1.22	%		1.13	%(g)		1.04	%(f)
Expenses, before waivers/ reimbursements		1.43	%(e)		1.49	%(f)		1.40	%		1.22	%		1.13	%(g)		1.04	%(f)
Net investment income (loss)		.28	%(b)(e)		(.05	)%(b)(f)		.27	%		.38	%		.78	%		.96	%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

30 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

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

	Class I
	Six Months Ended May 31, 2011 (unaudited)			Year Ended November 30,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  11.04			$  9.72			$  7.77			$  16.61			$  16.25			$  15.47
Income From Investment Operations
Net investment income(a)		.03			.03	(b)		.06			.10			.14			.19
Net realized and unrealized gain (loss) on investment transactions		1.88			1.29			1.99			(5.65	)		1.95			1.51
Net increase (decrease) in net asset value from operations		1.91			1.32			2.05			(5.55	)		2.09			1.70
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.09	)		(.19	)		(.17	)		– 0	–
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(3.10	)		(1.56	)		(.92	)
Tax return of capital		– 0	–		– 0	–		(.01	)		– 0	–		– 0	–		– 0	–
Total dividends and distributions		– 0	–		– 0	–		(.10	)		(3.29	)		(1.73	)		(.92	)
Net asset value, end of period		$  12.95			$  11.04			$  9.72			$  7.77			$  16.61			$  16.25
Total Return
Total investment return based on net asset value(d)		17.30	%*		13.58	%*		26.77	%*		(41.81	)%*		14.00	%		11.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9			$7			$6			$5			$23			$248
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements		1.02	%(e)		1.02	%(f)		.98	%		.83	%		.78	%(g)		.73	%(f)
Expenses, before waivers/ reimbursements		1.02	%(e)		1.08	%(f)		.98	%		.83	%		.78	%(g)		.73	%(f)
Net investment income		.55	%(e)		.25	%(b)(f)		.70	%		.77	%		.87	%		1.34	%(f)
Portfolio turnover rate		48	%		99	%		147	%		339	%		154	%		133	%

See footnote summary on page 32.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 31

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) Annualized.

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

(g) Ratios reflect expenses grossed up, where applicable, for expense offset arrangement with the Transfer Agent. For the period 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	%

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

(i) Commencement of distributions.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the six months ended May 31, 2011 and years ended November 30, 2010, November 30, 2009 and November 30, 2008 by 0.26%, 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.

32 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

Financial Highlights

BOARD OF DIRECTORS

William H. Foulk, Jr.⁽¹⁾, Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

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.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 33

Board of Directors

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

The disinterested directors (the “directors”) of AllianceBernstein Core Opportunities Fund, Inc. (the “Fund”) unanimously approved the continuance of the Advisory Agreement with the Adviser at a meeting held on May 3-5, 2011.

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

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Fund and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

34 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Fund’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Fund’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2009 and 2010 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Fund other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 35

owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares, transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Fund to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year. At the May 2011 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Fund as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Standard & Poor 500 Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2011 and (in the case of comparisons with the Index) the since inception period (December 1999 inception). The directors noted that the Fund was in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1- and 5-year periods, in the 2nd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period, and in the 3rd quintile of the Performance Group and the Performance Universe for the 10-year period. The Fund almost matched the Index in the 1-year period, lagged the Index in the 3-year period and outperformed the Index in the 5- and 10-year and the since inception periods. Based on their review, the directors concluded that the Fund’s relative performance over time had been satisfactory. The directors noted that at the September 2009 meeting, they had approved, effective March 1, 2010, a change of strategy, including a name change to AllianceBernstein Core Opportunities Fund, Inc. from AllianceBernstein Focused Growth and Income Fund, Inc. and a change of the Fund’s benchmark to the S&P 500 Index from the Russell 1000 Value Index.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Fund to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Fund at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Fund. For this purpose,

36 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Fund. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Fund and that the application of the institutional fee schedule to the level of assets of the Fund would result in a fee rate lower than that in the Fund’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Fund, the directors considered these comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Fund and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Fund. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The Lipper information also included a pro forma expense ratio for Class A Shares provided by the Adviser assuming that the expense cap effective September 1, 2010 had been in effect for the Fund’s full fiscal year. All references to expense ratios for the Fund are to the pro forma expense ratio. The expense ratio of the Fund reflected fee waivers and/or expense reimbursements as a result of an undertaking by the Adviser. The directors noted that it was likely that the expense ratios of some funds in the Fund’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary and temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others.

The directors noted that, at the Fund’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 7 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that the Fund’s pro forma total expense ratio, which reflected a cap by the Adviser, was the same as the Expense

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 37

Group median and higher than the Expense Universe median. The directors concluded that the Fund’s pro forma expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s breakpoint arrangements would result in a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

38 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation

1 It should be noted that the information in the fee summary was completed on April 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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  • 39

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), 130 U.S. 1418 (2010). In the Jones decision, the 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.”

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 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 03/31/11 ($MIL)		Fund
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	109.5	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 $77,089 (0.07% 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

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

40 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

date of the undertaking. In addition, set forth below are the gross expense ratios of the Fund for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking				Gross Expense Ratio			Fiscal Year End
Core Opportunities Fund, Inc.5		Advisor Class A Class B Class C Class R Class K Class I	1.05 1.35 2.05 2.05 1.55 1.30 1.05	%  %  %  %  %  %  %		1.33 1.65 2.41 2.37 1.75 1.49 1.08	%  %  %  %  %  %  %	November 30

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Fund that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Fund’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Fund are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. 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

5 Expense caps effective March 1, 2010.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 41

redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, 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.⁶ 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, 2011 net assets:⁷

Fund	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Core Opportunities Fund, Inc.		$109.5	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		0.471%		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

6 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

7 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.

42 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the Fund’s ranking with respect to the contractual management fee relative to the median of the Fund’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Fund.¹⁰

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 (%)11		Lipper Exp. Group Median (%)		Rank
Core Opportunities Fund, Inc.		0.550		0.755		1/10

Lipper also compared the Fund’s most recently completed fiscal year and pro-forma¹² total expense ratio in comparison to the Fund’s EG and Lipper Expense Universe (“EU”).¹³ The EU 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.

8 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

9 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.

10 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.

11 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 does not reflect any expense reimbursements made by the Adviser to the Fund for the expense cap.

12 Pro-forma shows what the total expense ratio of the Fund would have been had the changes made to the expense cap been in effect during the Fund’s entire fiscal year.

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  • 43

Fund	Expense Ratio (%)14		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Core Opportunities Fund, Inc.		1.417		1.350		8/10		1.295		59/83
Pro-forma		1.350		1.350		6/10		1.295		49/83

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 2010, relative to 2009.

In addition to the Adviser’s direct profits from managing the Fund, certain of the Adviser’s affiliates have business relationships with the Fund and may earn a profit from providing other services to the Fund. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Fund and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the 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

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

44 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

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 2010, 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 $4,011, $599,496 and $12,478 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 $184,132 in fees from the Fund.¹⁵

The Fund did not effect brokerage transactions and pay commissions during the most recently completed fiscal year to 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.” The Adviser represented that SCB’s profitability from any business conducted in the future with the Portfolio would be 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.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁶ 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

15 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.

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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 45

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.

In February 2008, an independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund characteristics.¹⁸ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ 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 $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

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

18 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 1429.

19 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.

46 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

The information prepared by Lipper shows the 1, 3, 5, and 10 year performance rankings of the Fund²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2011.²²

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year		22.57		21.62		22.14	4/10	64/144
3 year		0.58		0.50		2.18	3/9	97/130
5 year		3.00		1.67		2.84	2/8	49/113
10 year		3.49		3.03		3.25	3/6	22/50

Set forth below are the 1, 3, 5, and 10 year and since inception performance returns of the Fund (in bold)²³ versus its benchmark.²⁴ Fund and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2011 Annualized Performance
									Since Inception (%)		Annualized				Risk Period (Year)
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)				Volatility (%)		Sharpe (%)
Core Opportunities Fund, Inc.		22.57		0.58		3.00		3.49		5.71		17.96		0.16		10
S&P 500 Index		22.58		1.05		2.87		2.62		1.12		16.04		0.10		10
Inception Date: December 22, 1999

20 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 Lipper.

21 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/excluding a fund in a PU is somewhat different from that of an EU.

22 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.

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

24 The Adviser provided Fund and benchmark performance return information for periods through February 28, 2011.

25 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 regarded 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 regarded as better performing than a fund with a lower Sharpe Ratio.

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 47

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Fund is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Fund is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 24, 2011

48 •  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

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Blended Style Funds

International Portfolio

Tax-Managed International Portfolio

U.S. Large Cap 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 Focus 40 Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Equity Income Fund*

Growth & Income Fund

Small/Mid Cap Value Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Short Duration Portfolio

Unconstrained Bond Fund*

Municipal Bond Funds

Arizona California High Income Massachusetts Michigan Minnesota Municipal Bond    Inflation Strategy National New Jersey New York Ohio Pennsylvania Virginia

Intermediate Municipal Bond Funds

Intermediate California

Intermediate Diversified

Intermediate New York

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

The Ibero-America Fund

Alternatives

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Real-Asset Strategy*

Balanced

Balanced Shares

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 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. Prior to February 3, 2011, Unconstrained Bond Fund was named Diversified Yield Fund.

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

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 49

AllianceBernstein Family of Funds

NOTES

50 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

NOTES

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND  • 51

NOTES

52 •  ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

ALLIANCEBERNSTEIN CORE OPPORTUNITIES FUND

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

CO-0152-0511

ITEM 2. CODE OF ETHICS.

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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: July 25, 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: July 25, 2011

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

Date: July 25, 2011