N-CSR

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: 811-00204

AB DISCOVERY GROWTH 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: July 31, 2015

Date of reporting period: July 31, 2015

ITEM 1. REPORTS TO STOCKHOLDERS.

JUL    ^07.31.15

ANNUAL REPORT

AB DISCOVERY GROWTH FUND

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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 AB’s website at www.abglobal.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB 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. AB publishes full portfolio holdings for the Fund monthly at www.abglobal.com.

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

The [A/B] logo is service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

September 10, 2015

Annual Report

This report provides management’s discussion of fund performance for AB Discovery Growth Fund (the “Fund”) for the annual reporting period ended July 31, 2015. Effective January 20, 2015, the Fund’s name changed from AllianceBernstein Discovery Growth Fund to AB Discovery Growth Fund.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S. market. Under normal circumstances, the Fund invests at least 80% of its net assets in the equity securities of small- and mid-capitalization companies. For these purposes, “small- and mid-capitalization companies” are generally those companies that, at the time of investment, fall within the lowest 25% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). Because the Fund’s definition of small- and mid-capitalization companies is dynamic, the limits on market capitalization will change with the markets. In the future, the Fund may define small- and mid-capitalization companies using a different classification system.

The Fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Fund’s investment policies emphasize investments in companies that are

demonstrating improving financial results and a favorable earnings outlook. The Fund may invest in foreign securities.

The Fund invests principally in equity securities but may also invest in other types of securities, such as preferred stocks. The Fund may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. The Fund may also invest up to 20% of its total assets in rights and warrants.

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards and swaps to manage risk and to seek to generate additional returns. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges.

Investment Results

The table on page 4 shows the Fund’s performance compared with its benchmark, the Russell 2500 Growth Index, for the six- and 12-month periods ended July 31, 2015.

AB DISCOVERY GROWTH FUND  • 1

Class A shares of the Fund outperformed the benchmark for the six-month period, and underperformed for the 12-month period, before sales charges. For the six-month period, holdings in the health care and financials sectors were the largest contributor to returns, relative to the benchmark. Detracting from performance was stock selection in the energy space, as the sector continued to come under pressure.

For the 12-month period, security selection detracted the most in the industrials and consumer/ commercial services sectors. Security selection in the technology sector contributed, specifically the Fund’s software holdings. In health care, biopharmaceutical holdings contributed.

The Fund did not utilize derivatives during either time period.

Market Review and Investment Strategy

U.S. equities generally pushed higher during both the six- and 12-month periods, thanks to several bright spots, including upbeat economic reports and accommodative central bank policy. While the timing of the first interest-rate hike in several years dominated headlines, statements from the U.S. Federal Reserve reassured investors that

the pace of those hikes—not the timing—remained of paramount importance. Small-cap stocks outperformed large-cap stocks for both periods.

The Fund continues to be built from the bottom up with emphasis on companies that can deliver fundamental outperformance. Valuations for companies with this profile—that deliver positive earnings revisions and surprises—remain below the long-term average. Reflecting the Fund’s bottom-up investment process, the Discovery Growth Team continues to find opportunities across most sectors.

In terms of sector positioning versus the benchmark, technology—specifically software and security-related names—was the most notable overweight at the end of the reporting period, followed by health care services. At the other end of the spectrum, consumer-facing subsectors remained notably underweight as heightened competitive pressures challenge many retail and related companies, while consumer staples valuations appear elevated relative to the growth they are likely to deliver. Industrials were also underweight, as many of these companies are exposed to sluggish international demand and weaker commodity prices.

2 •  AB DISCOVERY GROWTH FUND

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged Russell 2500^@ Growth Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Growth Index represents the performance of 2,500 small- to mid-cap growth companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Fund is subject to management risk because it is an actively-managed investment fund. AllianceBernstein L.P. (the “Adviser”) will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. 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.abglobal.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“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.

AB DISCOVERY GROWTH FUND  • 3

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED JULY 31, 2015 (unaudited)	NAV Returns
	6 Months		12 Months
AB Discovery Growth Fund*
Class A		11.91%		15.62%
Class B†		11.55%		14.62%
Class C		11.64%		14.87%
Advisor Class‡		12.08%		15.98%
Class R‡		11.67%		15.11%
Class K‡		11.97%		15.56%
Class I‡		12.09%		15.90%
Class Z‡		12.07%		16.01%
Russell 2500 Growth Index		11.09%		18.59%
*    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 period ended July 31, 2015, by 0.00% and 0.02%, respectively. †     Effective July 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 Fund.       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 Disclosures, Risks and Note about Historical Performance on page 3.

(Historical Performance continued on next page)

4 •  AB DISCOVERY GROWTH FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE FUND 7/31/05 TO 7/31/15 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in AB Discovery Growth Fund Class A shares (from 7/31/05 to 7/31/15) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 3.

(Historical Performance continued on next page)

AB DISCOVERY GROWTH FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF JULY 31, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)
Class A Shares
1 Year		15.62	%		10.65	%
5 Years		19.33	%		18.28	%
10 Years		9.03	%		8.55	%
Class B Shares
1 Year		14.62	%		10.62	%
5 Years		18.30	%		18.30	%
10 Years(a)		8.27	%		8.27	%
Class C Shares
1 Year		14.87	%		13.87	%
5 Years		18.39	%		18.39	%
10 Years		8.18	%		8.18	%
Advisor Class Shares*
1 Year		15.98	%		15.98	%
5 Years		19.58	%		19.58	%
10 Years		9.28	%		9.28	%
Class R Shares*
1 Year		15.11	%		15.11	%
5 Years		18.84	%		18.84	%
10 Years		8.66	%		8.66	%
Class K Shares*
1 Year		15.56	%		15.56	%
5 Years		19.24	%		19.24	%
10 Years		9.00	%		9.00	%
Class I Shares*
1 Year		15.90	%		15.90	%
5 Years		19.68	%		19.68	%
10 Years		9.41	%		9.41	%
Class Z Shares*
1 Year		16.01	%		16.01	%
Since Inception†		14.67	%		14.67	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.04%, 1.83%, 1.81%, 0.81%, 1.41%, 1.13%, 0.77% and 0.67% for Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

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

* These share classes are offered at NAV to eligible investors and their SEC returns are the same as their 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 Fund. The inception date for Class Z shares is listed below.

^†  Inception date: 5/30/2014 for Class Z shares.

See Disclosures, Risks and Note about Historical Performance on page 3.

(Historical Performance continued on next page)

6 •  AB DISCOVERY GROWTH FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END JUNE 30, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A Shares
1 Year		4.92	%
5 Years		19.86	%
10 Years		9.23	%
Class B Shares
1 Year		4.93	%
5 Years		19.92	%
10 Years(a)		8.95	%
Class C Shares
1 Year		7.79	%
5 Years		19.96	%
10 Years		8.85	%
Advisor Class Shares*
1 Year		9.90	%
5 Years		21.19	%
10 Years		9.95	%
Class R Shares*
1 Year		9.18	%
5 Years		20.42	%
10 Years		9.35	%
Class K Shares*
1 Year		9.55	%
5 Years		20.81	%
10 Years		9.67	%
Class I Shares*
1 Year		9.99	%
5 Years		21.27	%
10 Years		10.10	%
Class Z Shares*
1 Year		9.99	%
Since Inception†		15.39	%

^(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 Fund. The inception date for Class Z shares is listed below.

^†  Inception date: 5/30/2014 for Class Z shares.

See Disclosures, Risks and Note about Historical Performance on page 3.

AB DISCOVERY GROWTH FUND  • 7

Historical Performance

EXPENSE EXAMPLE

(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-1) 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 February 1, 2015		Ending Account Value July 31, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,119.10	$	5.10		0.97	%
Hypothetical**	$	1,000	$	1,019.98	$	4.86		0.97	%
Class B
Actual	$	1,000	$	1,115.50	$	9.23		1.76	%
Hypothetical**	$	1,000	$	1,016.07	$	8.80		1.76	%
Class C
Actual	$	1,000	$	1,116.40	$	9.13		1.74	%
Hypothetical**	$	1,000	$	1,016.17	$	8.70		1.74	%
Advisor Class
Actual	$	1,000	$	1,120.80	$	3.89		0.74	%
Hypothetical**	$	1,000	$	1,021.12	$	3.71		0.74	%
Class R
Actual	$	1,000	$	1,116.70	$	7.03		1.34	%
Hypothetical**	$	1,000	$	1,018.15	$	6.71		1.34	%
Class K
Actual	$	1,000	$	1,119.70	$	5.68		1.08	%
Hypothetical**	$	1,000	$	1,019.44	$	5.41		1.08	%
Class I
Actual	$	1,000	$	1,120.90	$	3.84		0.73	%
Hypothetical**	$	1,000	$	1,021.17	$	3.66		0.73	%
Class Z
Actual	$	1,000	$	1,120.70	$	3.52		0.67	%
Hypothetical**	$	1,000	$	1,021.47	$	3.36		0.67	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

8 •  AB DISCOVERY GROWTH FUND

Expense Example

PORTFOLIO SUMMARY

July 31, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $2,549.3

TEN LARGEST HOLDINGS^†

July 31, 2015 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Middleby Corp. (The)	$	54,647,390		2.2	%
Hexcel Corp.		49,383,298		1.9
DexCom, Inc.		49,247,508		1.9
Robert Half International, Inc.		49,130,124		1.9
Acadia Healthcare Co., Inc.		48,814,829		1.9
CoStar Group, Inc.		48,739,354		1.9
Vantiv, Inc. – Class A		44,927,388		1.8
Ulta Salon Cosmetics & Fragrance, Inc.		43,321,876		1.7
Tempur Sealy International, Inc.		42,885,957		1.7
Cadence Design Systems, Inc.		42,752,881		1.7
	$	473,850,605		18.6	%

* All data are as of July 31, 2015. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

^†  Long-term investments.

Please note: The Fund’s sector breakdown is classified in the above pie chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on www.russell.com. 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.

AB DISCOVERY GROWTH FUND  • 9

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

July 31, 2015

Company	Shares		U.S. $ Value
COMMON STOCKS – 97.4%
Health Care – 22.7%
Biotechnology – 5.6%
Agios Pharmaceuticals, Inc.(a)(b)		109,540	$	12,069,117
Alder Biopharmaceuticals, Inc.(a)		304,420		14,131,177
Anacor Pharmaceuticals, Inc.(a)		69,700		10,398,543
DBV Technologies SA (Sponsored ADR)(a)		309,414		13,487,356
Dyax Corp.(a)		688,151		16,935,396
Medivation, Inc.(a)		257,198		27,090,665
PTC Therapeutics, Inc.(a)		185,722		9,510,824
Receptos, Inc.(a)		70,964		16,169,857
TESARO, Inc.(a)(b)		211,928		12,291,824
Tetraphase Pharmaceuticals, Inc.(a)		247,071		11,748,226
				143,832,985
Health Care Management Services – 1.5%
ICON PLC(a)		460,312		37,193,210
Health Care Services – 4.3%
Acadia Healthcare Co., Inc.(a)		611,868		48,814,829
Envision Healthcare Holdings, Inc.(a)		735,056		32,930,509
Premier, Inc. – Class A(a)		751,119		26,860,015
				108,605,353
Medical & Dental Instruments & Supplies – 3.4%
Align Technology, Inc.(a)		615,488		38,591,097
HeartWare International, Inc.(a)(b)		291,842		26,472,988
Nevro Corp.(a)		426,205		21,638,428
				86,702,513
Medical Equipment – 3.3%
DexCom, Inc.(a)		581,778		49,247,508
Sirona Dental Systems, Inc.(a)		338,617		35,141,672
				84,389,180
Pharmaceuticals – 4.6%
Achillion Pharmaceuticals, Inc.(a)(b)		889,680		7,580,074
Akorn, Inc.(a)		311,512		14,363,818
Diplomat Pharmacy, Inc.(a)(b)		673,908		31,121,072
GW Pharmaceuticals PLC (ADR)(a)(b)		109,561		12,545,830
Isis Pharmaceuticals, Inc.(a)(b)		278,611		15,304,102
Jazz Pharmaceuticals PLC(a)		120,672		23,197,985
Sage Therapeutics, Inc.(a)(b)		187,477		12,815,928
				116,928,809
				577,652,050
Consumer Discretionary – 19.6%
Cable Television Services – 1.5%
AMC Networks, Inc. – Class A(a)		447,458		37,684,913

10 •  AB DISCOVERY GROWTH FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
Education Services – 2.9%
Bright Horizons Family Solutions, Inc.(a)		658,561	$	39,671,714
Grand Canyon Education, Inc.(a)		783,000		34,005,690
				73,677,404
Hotel/Motel – 1.4%
Wyndham Worldwide Corp.		434,444		35,850,319
Household Furnishings – 2.8%
Select Comfort Corp.(a)		1,124,871		29,291,641
Tempur Sealy International, Inc.(a)		567,650		42,885,957
				72,177,598
Leisure Time – 2.2%
HomeAway, Inc.(a)		724,643		21,768,276
Norwegian Cruise Line Holdings Ltd.(a)		551,162		34,403,532
				56,171,808
Radio & TV Broadcasters – 0.7%
Pandora Media, Inc.(a)		995,558		17,442,176
Restaurants – 1.6%
Buffalo Wild Wings, Inc.(a)		87,992		17,209,475
Habit Restaurants, Inc. (The)(a)(b)		781,478		23,217,712
				40,427,187
Specialty Retail – 5.5%
Five Below, Inc.(a)(b)		896,197		33,042,783
Lithia Motors, Inc. – Class A		217,614		26,046,220
Tractor Supply Co.		429,056		39,696,261
Ulta Salon Cosmetics & Fragrance, Inc.(a)		260,928		43,321,876
				142,107,140
Textiles, Apparel & Shoes – 1.0%
Under Armour, Inc. – Class A(a)		256,018		25,430,268
				500,968,813
Producer Durables – 19.5%
Aerospace – 1.5%
TransDigm Group, Inc.(a)		167,941		38,005,048
Back Office Support, HR & Consulting – 3.8%
CoStar Group, Inc.(a)		242,135		48,739,354
Robert Half International, Inc.		892,788		49,130,124
				97,869,478
Commercial Services: Rental & Leasing – 0.5%
United Rentals, Inc.(a)		170,475		11,420,120
Diversified Manufacturing Operations – 1.7%
Carlisle Cos., Inc.		415,380		42,061,379

AB DISCOVERY GROWTH FUND  • 11

Portfolio of Investments

Company	Shares		U.S. $ Value
Machinery: Industrial – 2.1%
Middleby Corp. (The)(a)		445,374	$	54,647,390
Machinery: Tools – 1.2%
Lincoln Electric Holdings, Inc.		514,090		31,128,149
Office Supplies & Equipment – 1.6%
Zebra Technologies Corp. – Class A(a)		380,012		40,900,692
Railroad Equipment – 1.0%
Wabtec Corp./DE		239,787		24,264,047
Railroads – 1.1%
Genesee & Wyoming, Inc. – Class A(a)		387,670		27,609,857
Scientific Instruments: Control & Filter – 1.6%
IDEX Corp.		525,248		39,934,605
Scientific Instruments: Electrical – 1.1%
AMETEK, Inc.		545,621		28,945,194
Shipping – 1.2%
Kirby Corp.(a)		427,516		30,956,434
Transportation Miscellaneous – 1.1%
Expeditors International of Washington, Inc.		621,294		29,120,050
				496,862,443
Technology – 17.4%
Computer Services, Software & Systems – 13.7%
Aspen Technology, Inc.(a)		529,732		23,509,506
Barracuda Networks, Inc.(a)(b)		783,116		21,488,703
Cadence Design Systems, Inc.(a)		2,038,764		42,752,881
GrubHub, Inc.(a)		512,068		16,237,676
Guidewire Software, Inc.(a)		516,586		30,504,403
NetSuite, Inc.(a)(b)		287,089		28,375,877
Palo Alto Networks, Inc.(a)		192,827		35,833,041
ServiceNow, Inc.(a)		447,118		35,992,999
SolarWinds, Inc.(a)		579,023		23,097,228
Tableau Software, Inc. – Class A(a)		308,291		32,290,399
Ultimate Software Group, Inc. (The)(a)		190,695		35,127,926
VeriFone Systems, Inc.(a)		711,203		22,886,513
				348,097,152
Electronic Entertainment – 1.0%
Take-Two Interactive Software, Inc.(a)		808,956		25,546,831
Semiconductors & Component – 2.7%
Cavium, Inc.(a)		281,405		19,079,259
Intersil Corp. – Class A		770,984		8,581,052
Mellanox Technologies Ltd.(a)		349,188		14,683,356

12 •  AB DISCOVERY GROWTH FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
ON Semiconductor Corp.(a)		2,507,273	$	26,627,239
				68,970,906
				442,614,889
Financial Services – 10.5%
Asset Management & Custodian – 1.1%
Affiliated Managers Group, Inc.(a)		133,114		27,674,400
Banks: Diversified – 5.2%
First Republic Bank/CA		472,517		30,141,859
IBERIABANK Corp.		396,050		25,565,028
Signature Bank/New York NY(a)		267,814		38,991,040
SVB Financial Group(a)		259,687		37,161,210
				131,859,137
Diversified Financial Services – 2.5%
Lazard Ltd. – Class A		678,328		37,586,155
Stifel Financial Corp.(a)		475,377		26,121,966
				63,708,121
Financial Data & Systems – 1.7%
Vantiv, Inc. – Class A(a)		1,021,077		44,927,388
				268,169,046
Materials & Processing – 6.3%
Building Materials – 2.1%
Martin Marietta Materials, Inc.		130,537		20,470,813
Watsco, Inc.		265,426		34,038,230
				54,509,043
Chemicals: Diversified – 1.4%
PolyOne Corp.		1,064,050		36,464,993
Diversified Materials & Processing –1.9%
Hexcel Corp.		951,692		49,383,298
Metal Fabricating – 0.9%
Valmont Industries, Inc.(b)		192,340		21,393,978
				161,751,312
Energy – 1.3%
Oil Well Equipment & Services – 0.7%
Oceaneering International, Inc.		452,627		18,114,133
Oil: Crude Producers – 0.6%
Concho Resources, Inc.(a)		147,667		15,735,395
				33,849,528
Consumer Staples – 0.1%
Foods – 0.1%
Blue Buffalo Pet Products, Inc.(a)		94,094		2,628,986
Total Common Stocks (cost $2,017,663,286)				2,484,497,067

AB DISCOVERY GROWTH FUND  • 13

Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 1.9%
Investment Companies – 1.9%
AB Fixed Income Shares, Inc. – Government STIF Portfolio, 0.11%(c)(d) (Cost $48,120,762)		48,120,762	$	48,120,762
Total Investments Before Security Lending Collateral for Securities Loaned – 99.3% (cost $2,065,784,048)				2,532,617,829
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 5.0%
Investment Companies – 5.0%
AB Exchange Reserves – Class I, 0.08%(c) (d) (cost $126,999,464)		126,999,464		126,999,464
Total Investments – 104.3% (cost $2,192,783,512)				2,659,617,293
Other assets less liabilities – (4.3)%				(110,300,614	)
Net Assets – 100.0%			$	2,549,316,679

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) 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.

14 •  AB DISCOVERY GROWTH FUND

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

July 31, 2015

Assets
Investments in securities, at value
Unaffiliated issuers (cost $2,017,663,286)	$	2,484,497,067	(a)
Affiliated issuers (cost $175,120,226 – including investment of cash collateral for securities loaned of $126,999,464)		175,120,226
Cash		6,995
Receivable for investment securities sold		42,205,479
Receivable for capital stock sold		4,142,958
Dividends and interest receivable		534,551
Total assets		2,706,507,276
Liabilities
Payable for collateral received on securities loaned		125,072,575
Payable for investment securities purchased		23,919,986
Payable for capital stock redeemed		4,236,707
Collateral due to Securities Lending Agent		1,926,889
Management fee payable		1,314,669
Distribution fee payable		293,476
Transfer Agent fee payable		89,390
Administrative fee payable		19,402
Accrued expenses		317,503
Total liabilities		157,190,597
Net Assets	$	2,549,316,679
Composition of Net Assets
Capital stock, at par	$	2,577,331
Additional paid-in capital		1,982,214,521
Accumulated net investment loss		(8,951,301	)
Accumulated net realized gain on investment transactions		106,642,347
Net unrealized appreciation on investments		466,833,781
	$	2,549,316,679

Net Asset Value Per Share—24 billion shares of capital stock authorized, $.01 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,088,391,351		111,354,966	$	9.77	*
B	$	2,358,219		348,709	$	6.76
C	$	72,549,187		10,659,604	$	6.81
Advisor	$	939,463,241		91,244,078	$	10.30
R	$	31,707,026		3,379,066	$	9.38
K	$	20,555,714		2,112,909	$	9.73
I	$	195,036,318		19,112,826	$	10.20
Z	$	199,255,623		19,520,970	$	10.21

(a) Includes securities on loan with a value of $123,659,043 (see Note E).

* The maximum offering price per share for Class A shares was $10.20 which reflects a sales charge of 4.25%.

See notes to financial statements.

AB DISCOVERY GROWTH FUND  • 15

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended July 31, 2015

Investment Income
Dividends
Unaffiliated issuers	$	3,410,385
Affiliated issuers		120,557
Securities lending income		1,395,497	$	4,926,439
Expenses
Management fee (see Note B)		13,057,431
Distribution fee—Class A		1,985,112
Distribution fee—Class B		27,795
Distribution fee—Class C		710,029
Distribution fee—Class R		145,014
Distribution fee—Class K		52,274
Transfer agency—Class A		827,571
Transfer agency—Class B		3,736
Transfer agency—Class C		71,756
Transfer agency—Advisor Class		791,397
Transfer agency—Class R		63,397
Transfer agency—Class K		38,978
Transfer agency—Class I		210,372
Transfer agency—Class Z		15,134
Custodian		271,885
Registration fees		150,714
Printing		93,621
Legal		78,315
Administrative		55,362
Audit and tax		54,913
Directors’ fees		36,819
Miscellaneous		74,937
Total expenses				18,816,562
Net investment loss				(13,890,123	)
Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions				137,956,640
Net change in unrealized appreciation/depreciation of investments				175,784,415
Net gain on investment transactions				313,741,055
Net Increase in Net Assets from Operations			$	299,850,932

See notes to financial statements.

16 •  AB DISCOVERY GROWTH FUND

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended July 31, 2015			Year Ended July 31, 2014
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(13,890,123	)	$	(5,804,916	)
Net realized gain on investment transactions		137,956,640			159,202,459
Net change in unrealized appreciation/depreciation of investments		175,784,415			(21,566,919	)
Net increase in net assets from operations		299,850,932			131,830,624
Distributions to Shareholders from
Net realized gain on investment transactions
Class A		(60,089,654	)		(40,384,617	)
Class B		(293,401	)		(362,556	)
Class C		(7,251,704	)		(4,549,036	)
Advisor Class		(55,496,485	)		(34,813,971	)
Class R		(2,220,647	)		(1,005,802	)
Class K		(1,504,519	)		(668,923	)
Class I		(16,709,114	)		(9,538,883	)
Class Z		(641,490	)		– 0	–
Capital Stock Transactions
Net increase		614,826,165			322,308,727
Total increase		770,470,083			362,815,563
Net Assets
Beginning of period		1,778,846,596			1,416,031,033
End of period (including accumulated net investment loss of ($8,951,301) and ($2,177,391), respectively)	$	2,549,316,679		$	1,778,846,596

See notes to financial statements.

AB DISCOVERY GROWTH FUND  • 17

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

July 31, 2015

NOTE A

Significant Accounting Policies

The AB Discovery Growth Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Prior to January 20, 2015, the Fund was known as AllianceBernstein Discovery Growth Fund, Inc. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares. On May 30, 2014, AllianceBernstein L.P. (the “Manager”) funded the seeding of Class Z 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 AB 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, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 (the “Board”).

18 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“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 last traded price from the previous 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 or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Manager will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures 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; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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, the Manager 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. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies 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

AB DISCOVERY GROWTH FUND  • 19

Notes to Financial Statements

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 a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). 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)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

20 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of July 31, 2015:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

$

2,484,497,067

$

– 0

–

$

– 0

–

$

2,484,497,067

Short-Term Investments

48,120,762

– 0

–

– 0

–

48,120,762

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

126,999,464

– 0

–

– 0

–

126,999,464

Total Investments in Securities

2,659,617,293

– 0

–

– 0

–

2,659,617,293

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total^

$

2,659,617,293

$

– 0

–

$

– 0

–

$

2,659,617,293

* See Portfolio of Investments for sector classifications.

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

^ There were no transfers between any levels during the reporting period.

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Manager established the Committee to oversee the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Manager and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Manager’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Manager’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

AB DISCOVERY GROWTH FUND  • 21

Notes to Financial Statements

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Manager’s prices).

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 ask 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 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 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

22 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

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.

NOTE B

Management Fee and Other Transactions with Affiliates

Under the terms of the management agreement, the Fund pays the Manager a fee at an annual rate of ..75% on the first $500 million of average daily net assets, .65% on the next $500 million of average daily net assets and .55% on average daily net assets in excess of $1 billion. Such fee is accrued daily and paid monthly.

Pursuant to the management agreement, the Fund may reimburse the Manager for certain legal and accounting services provided to the Fund by the Manager. For the year ended July 31, 2015, the reimbursement for such services amounted to $55,362.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Manager, 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 $965,824 for the year ended July 31, 2015.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Manager, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $13,936 from the sale of Class A shares and received $4,588, $1,606 and $14,100 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the year ended July 31, 2015.

AB DISCOVERY GROWTH FUND  • 23

Notes to Financial Statements

The Fund may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Manager. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Manager, 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 year ended July 31, 2015 is as follows:

Market Value July 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value July 31, 2015 (000)		Dividend Income (000)
$    29,759	$	767,497	$	749,135	$	48,121	$	33

Brokerage commissions paid on investment transactions for the year ended July 31, 2015 amounted to $1,603,644, of which $70 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Manager.

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, Class I and Class Z shares. The fees are accrued daily and paid monthly. Payments under the Class A plan are currently limited to .23% of the Fund’s average daily net assets attributable to Class A shares. 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 $5,768,585, $2,748,889, $345,210 and $273,181 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 Manager may use its own resources to finance the distribution of the Fund’s shares.

24 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended July 31, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,637,043,226		$	1,220,598,241
U.S. government securities		– 0	–		– 0	–

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

Cost	$	2,213,415,354
Gross unrealized appreciation	$	514,439,945
Gross unrealized depreciation		(68,238,006	)
Net unrealized appreciation	$	446,201,939

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the year ended July 31, 2015.

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 Manager 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

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by

AB DISCOVERY GROWTH FUND  • 25

Notes to Financial Statements

cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At July 31, 2015, the Fund had securities on loan with a value of $123,659,043 and had received cash collateral which has been invested into AB Exchange Reserves of $126,999,464. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $1,395,497 and $88,001 from the borrowers and AB Exchange Reserves, respectively, for the year ended July 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Fund’s transactions in shares of AB Exchange Reserves for the year ended July 31, 2015 is as follows:

Market Value July 31, 2014 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value July 31, 2015 (000)
$    115,551	$	1,117,194	$	1,105,746	$	126,999

26 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

NOTE F

Capital Stock

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

	Shares						Amount
	Year Ended July 31, 2015			Year Ended July 31, 2014			Year Ended July 31, 2015			Year Ended July 31, 2014
Class A
Shares sold		43,842,051			22,861,244		$	416,937,975		$	213,809,389
Shares issued in reinvestment of distributions		5,970,309			3,839,228			52,359,608			34,668,230
Shares converted from Class B		96,823			200,321			908,861			1,870,025
Shares redeemed		(15,458,282	)		(21,132,811	)		(144,868,326	)		(194,514,215	)
Net increase		34,450,901			5,767,982		$	325,338,118		$	55,833,429
Class B
Shares sold		27,358			81,199		$	182,619		$	551,124
Shares issued in reinvestment of distributions		45,598			48,837			278,148			319,396
Shares converted to Class A		(137,424	)		(275,209	)		(908,861	)		(1,870,025	)
Shares redeemed		(100,903	)		(91,680	)		(669,975	)		(624,407	)
Net decrease		(165,371	)		(236,853	)	$	(1,118,069	)	$	(1,623,912	)
Class C
Shares sold		1,763,735			5,359,282		$	11,758,571		$	36,892,708
Shares issued in reinvestment of distributions		1,083,511			632,446			6,652,754			4,155,167
Shares redeemed		(3,128,965	)		(1,602,568	)		(20,609,392	)		(10,798,192	)
Net increase (decrease)		(281,719	)		4,389,160		$	(2,198,067	)	$	30,249,683
Advisor Class
Shares sold		35,077,095			27,869,637		$	347,333,770		$	274,081,170
Shares issued in reinvestment of distributions		5,591,276			1,450,949			51,607,479			13,696,958
Shares redeemed		(26,499,229	)		(14,005,842	)		(260,743,561	)		(136,003,975	)
Net increase		14,169,142			15,314,744		$	138,197,688		$	151,774,153

AB DISCOVERY GROWTH FUND  • 27

Notes to Financial Statements

	Shares						Amount
	Year Ended July 31, 2015			Year Ended July 31, 2014			Year Ended July 31, 2015			Year Ended July 31, 2014
Class R
Shares sold		1,336,422			2,112,917		$	12,133,739		$	19,209,205
Shares issued in reinvestment of distributions		263,098			114,941			2,220,552			1,005,734
Shares redeemed		(1,088,722	)		(633,569	)		(9,805,891	)		(5,665,836	)
Net increase		510,798			1,594,289		$	4,548,400		$	14,549,103
Class K
Shares sold		1,086,807			1,372,879		$	10,187,284		$	12,879,632
Shares issued in reinvestment of distributions		172,142			74,325			1,504,519			668,922
Shares redeemed		(1,174,211	)		(503,020	)		(11,007,721	)		(4,701,364	)
Net increase		84,738			944,184		$	684,082		$	8,847,190
Class I
Shares sold		8,502,133			9,861,778		$	82,806,714		$	95,854,748
Shares issued in reinvestment of distributions		1,826,132			1,020,201			16,709,114			9,538,883
Shares redeemed		(14,436,583	)		(4,446,834	)		(141,765,389	)		(42,724,553	)
Net increase (decrease)		(4,108,318	)		6,435,145		$	(42,249,561	)	$	62,669,078
Class Z*
Shares sold		21,318,220			1,068		$	209,752,721		$	10,003
Shares issued in reinvestment of distributions		70,026			– 0	–		640,736			– 0	–
Shares redeemed		(1,868,344	)		– 0	–		(18,769,883	)		– 0	–
Net increase		19,519,902			1,068		$	191,623,574		$	10,003

* Commenced distribution on May 30, 2014.

NOTE G

Risks Involved in Investing in the Fund

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

28 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

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 H

Joint Credit Facility

A number of open-end mutual funds managed by the Manager, including the Fund, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended July 31, 2015.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended July 31, 2015 and July 31, 2014 were as follows:

	2015		2014
Distributions paid from:
Net long-term capital gains	$	144,207,014	$	91,323,788
Total taxable distributions paid	$	144,207,014	$	91,323,788

As of July 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	125,158,058
Accumulated capital and other losses		(6,835,171	)(a)
Unrealized appreciation/(depreciation)		446,201,939	(b)
Total accumulated earnings/(deficit)	$	564,524,826

^(a)  At July 31, 2015, the Fund had a qualified late-year ordinary loss deferral of $6,835,171, which is deemed to arise on August 1, 2015.

^(b)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, and the tax treatment of partnership investments and passive foreign investment companies (PFICs).

AB DISCOVERY GROWTH FUND  • 29

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of July 31, 2015, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the disallowance of a net operating loss, the tax treatment of partnership investments and passive foreign investment companies (PFICs), and the utilization of earnings and profits distributed to shareholders on redemption of shares resulted in a net decrease in accumulated net investment loss, a net decrease in accumulated net realized gain on investment transactions, and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

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.

30 •  AB DISCOVERY GROWTH FUND

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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

	Class A
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  9.13			$  8.82			$  6.81			$  6.60			$  4.62
Income From Investment Operations
Net investment loss(a)		(.07	)		(.04	)		(.02	)		(.04	)		(.05	)
Net realized and unrealized gain on investment transactions		1.42			.88			2.03			.25			2.03
Net increase in net asset value from operations		1.35			.84			2.01			.21			1.98
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  9.77			$  9.13			$  8.82			$  6.81			$  6.60
Total Return
Total investment return based on net asset value(b)*		15.62	%		9.63	%		29.52	%		3.18	%		42.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,088,392			$702,185			$627,176			$463,170			$492,710
Ratio to average net assets of:
Expenses		.99	%		1.04	%		1.12	%		1.18	%		1.24	%+
Net investment loss		(.75	)%		(.43	)%		(.31	)%		(.58	)%		(.79	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

AB DISCOVERY GROWTH FUND  • 31

Financial Highlights

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

	Class B
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  6.58			$  6.54			$  5.09			$  4.98			$  3.52
Income From Investment Operations
Net investment loss(a)		(.10	)		(.09	)		(.06	)		(.07	)		(.07	)
Net realized and unrealized gain on investment transactions		.99			.66			1.51			.18			1.53
Net increase in net asset value from operations		.89			.57			1.45			.11			1.46
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  6.76			$  6.58			$  6.54			$  5.09			$  4.98
Total Return
Total investment return based on net asset value(b)*		14.62	%		8.81	%		28.49	%		2.21	%		41.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,358			$3,382			$4,914			$5,430			$9,190
Ratio to average net assets of:
Expenses		1.80	%		1.83	%		1.94	%		2.05	%		2.10	%+
Net investment loss		(1.55	)%		(1.28	)%		(1.13	)%		(1.44	)%		(1.63	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

32 •  AB DISCOVERY GROWTH FUND

Financial Highlights

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

	Class C
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  6.61			$  6.57			$  5.11			$  5.00			$  3.53
Income From Investment Operations
Net investment loss(a)		(.10	)		(.08	)		(.06	)		(.07	)		(.07	)
Net realized and unrealized gain on investment transactions		1.01			.65			1.52			.18			1.54
Net increase in net asset value from operations		.91			.57			1.46			.11			1.47
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  6.81			$  6.61			$  6.57			$  5.11			$  5.00
Total Return
Total investment return based on net asset value(b)*		14.87	%		8.77	%		28.57	%		2.20	%		41.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72,549			$72,360			$43,043			$25,453			$22,117
Ratio to average net assets of:
Expenses		1.76	%		1.81	%		1.89	%		1.96	%		2.03	%+
Net investment loss		(1.52	)%		(1.18	)%		(1.08	)%		(1.37	)%		(1.59	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

AB DISCOVERY GROWTH FUND  • 33

Financial Highlights

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

	Advisor Class
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  9.56			$  9.19			$  7.08			$  6.85			$  4.79
Income From Investment Operations
Net investment loss(a)		(.05	)		(.02	)		(.01	)		(.02	)		(.04	)
Net realized and unrealized gain on investment transactions		1.50			.92			2.12			.25			2.10
Net increase in net asset value from operations		1.45			.90			2.11			.23			2.06
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  10.30			$  9.56			$  9.19			$  7.08			$  6.85
Total Return
Total investment return based on net asset value(b)*		15.98	%		9.90	%		29.80	%		3.36	%		43.01	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$939,463			$736,947			$567,507			$414,438			$123,444
Ratio to average net assets of:
Expenses		.76	%		.81	%		.89	%		.94	%		.99	%+
Net investment loss		(.52	)%		(.19	)%		(.08	)%		(.37	)%		(.56	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

34 •  AB DISCOVERY GROWTH FUND

Financial Highlights

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

	Class R
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  8.83			$  8.57			$  6.64			$  6.47			$  4.55
Income From Investment Operations
Net investment loss(a)		(.10	)		(.07	)		(.05	)		(.06	)		(.07	)
Net realized and unrealized gain on investment transactions		1.36			.86			1.98			.23			1.99
Net increase in net asset value from operations		1.26			.79			1.93			.17			1.92
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  9.38			$  8.83			$  8.57			$  6.64			$  6.47
Total Return
Total investment return based on net asset value(b)*		15.11	%		9.31	%		29.07	%		2.63	%		42.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$31,707			$25,320			$10,923			$4,947			$4,156
Ratio to average net assets of:
Expenses		1.38	%		1.41	%		1.47	%		1.57	%		1.61	%+
Net investment loss		(1.14	)%		(.75	)%		(.66	)%		(.98	)%		(1.16	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

AB DISCOVERY GROWTH FUND  • 35

Financial Highlights

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

	Class K
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  9.10			$  8.80			$  6.80			$  6.60			$  4.62
Income From Investment Operations
Net investment loss(a)		(.08	)		(.04	)		(.03	)		(.04	)		(.05	)
Net realized and unrealized gain on investment transactions		1.42			.87			2.03			.24			2.03
Net increase in net asset value from operations		1.34			.83			2.00			.20			1.98
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  9.73			$  9.10			$  8.80			$  6.80			$  6.60
Total Return
Total investment return based on net asset value(b)*		15.56	%		9.53	%		29.41	%		3.03	%		42.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$20,556			$18,460			$9,537			$6,355			$5,341
Ratio to average net assets of:
Expenses		1.10	%		1.13	%		1.20	%		1.25	%		1.29	%+
Net investment loss		(.86	)%		(.47	)%		(.39	)%		(.66	)%		(.85	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

36 •  AB DISCOVERY GROWTH FUND

Financial Highlights

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

	Class I
	Year Ended July 31,
	2015			2014			2013			2012			2011
Net asset value, beginning of period		$  9.48			$  9.11			$  7.01			$  6.78			$  4.73
Income From Investment Operations
Net investment income (loss)(a)		(.05	)		(.02	)		.02			(.02	)		(.03	)
Net realized and unrealized gain on investment transactions		1.48			.92			2.08			.25			2.08
Net increase in net asset value from operations		1.43			.90			2.10			.23			2.05
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		(.53	)		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  10.20			$  9.48			$  9.11			$  7.01			$  6.78
Total Return
Total investment return based on net asset value(b)*		15.90	%		9.99	%		29.96	%		3.39	%		43.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$195,036			$220,183			$152,931			$6,909			$7,288
Ratio to average net assets of:
Expenses		.76	%		.77	%		.78	%		.81	%		.95	%+
Net investment income (loss)		(.51	)%		(.16	)%		.32	%		(.24	)%		(.49	)%+
Portfolio turnover rate		59	%		74	%		74	%		86	%		90	%

See footnote summary on page 38.

AB DISCOVERY GROWTH FUND  • 37

Financial Highlights

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

	Class Z
	Year Ended July 31, 2015			May 30, 2014(c) to July  31, 2014
Net asset value, beginning of period		$  9.48			$  9.37
Income From Investment Operations
Net investment income (loss)(a)		(.05	)		.01
Net realized and unrealized gain on investment transactions		1.49			.10
Net increase in net asset value from operations		1.44			.11
Less: Distributions
Distributions from net realized gain on investment transactions		(.71	)		– 0	–
Net asset value, end of period		$  10.21			$  9.48
Total Return
Total investment return based on net asset value(b)		16.01	%*		1.17	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$199,256			$10
Ratio to average net assets of:
Expenses		.68	%		.67	%^
Net investment income (loss)		(.49	)%		.73	%^
Portfolio turnover rate		59	%		74	%

(a) Based on average shares outstanding.

(b) 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.

(c) Commencement of distribution.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended July 31, 2015, July 31, 2014, July 31, 2013, July 31, 2012 and July 31, 2011 by 0.02%, 0.01%, 0.02%, 0.16% and 0.11%, respectively.

Includes the impact of proceeds received and credited to the Fund resulting from third party regulatory settlements, which enhanced the Fund’s performance for the years ended July 31, 2012 and July 31, 2011 by 0.06% and 0.09%, respectively.

+ The ratio includes expenses attributable to costs of proxy solicitation.

^ Annualized.

See notes to financial statements.

38 •  AB DISCOVERY GROWTH FUND

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Discovery Growth Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Discovery Growth Fund, Inc. (the “Fund”) (formerly known as AllianceBernstein Discovery Growth Fund, Inc.) as of July 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Discovery Growth Fund, Inc. at July 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented therein, in conformity with U.S. generally accepted accounting principles.

New York, New York

September 28, 2015

AB DISCOVERY GROWTH FUND  • 39

Report of Independent Registered Public Accounting Firm

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾ , Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

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

Bruce K. Aronow⁽²⁾, Vice President

N. Kumar Kirpalani⁽²⁾, Vice President

Samantha S. Lau⁽²⁾, Vice President

Wen-Tse Tseng⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Stephen M. Woetzel, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210   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.

(2) The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s U.S. Small/Mid Cap Growth Investment Team. Ms. Lau and Messrs. Aronow, Kirpalani and Tseng are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

40 •  AB DISCOVERY GROWTH FUND

Board of Directors

Management of the Fund

Board of Directors Information

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

NAME, ADDRESS* AND AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 55 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		121	None

AB DISCOVERY GROWTH FUND  • 41

Management of the Fund

NAME, ADDRESS* AND AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former Chairman CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		121	Xilinx, Inc. (programmable logic semi-conductors) since 2007
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		121	None

42 •  AB DISCOVERY GROWTH FUND

Management of the Fund

NAME, ADDRESS* AND AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		121	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010
William H. Foulk, Jr., ## 83 (1992)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AllianceBernstein Funds from 2003 to early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		121	None

AB DISCOVERY GROWTH FUND  • 43

Management of the Fund

NAME, ADDRESS* AND AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
D. James Guzy, ## 79 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He was a director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He has served as a director or trustee of one or more of the AB Funds since 1982.		121
Nancy P. Jacklin, ## 67 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		121	None

44 •  AB DISCOVERY GROWTH FUND

Management of the Fund

NAME, ADDRESS* AND AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 63 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		121	None
Earl D. Weiner, ## 76 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		121	None

AB DISCOVERY GROWTH FUND  • 45

Management of the Fund

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

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

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

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

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

46 •  AB DISCOVERY GROWTH FUND

Management of the Fund

Officer Information

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

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 55	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 70	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Bruce K. Aronow 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.
N. Kumar Kirpalani 61	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.
Samantha S. Lau 42	Vice President	Senior Vice President of the Adviser,** with which she has been associated since prior to 2010.
Wen-Tse Tseng 49	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2010.
Joseph J. Mantineo 56	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2010.
Stephen M. Woetzel 43	Controller	Vice President of ABIS,** with which he has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

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

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

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

AB DISCOVERY GROWTH FUND  • 47

Management of the Fund

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

The disinterested directors (the “directors”) of AB Discovery Growth Fund, Inc. (formerly AllianceBernstein Small/Mid Cap Growth Fund, Inc.) (the “Fund”) unanimously approved the continuance of the Fund’s Management Agreement with the Manager at a meeting held on May 4-7, 2015.

Prior to approval of the continuance of the Management Agreement, the directors had requested from the Manager, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Management Agreement with the Manager and with experienced counsel who are independent of the Manager, 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 which 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 Manager to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Manager, their overall confidence in the Manager’s integrity and competence they have gained from that experience, the Manager’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 Manager’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Manager on the investment results of the Fund and review extensive materials and information presented by the Manager.

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 Manager to manage the Fund and the overall arrangements between the Fund and the Manager, as provided in the Management 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 Manager under the Management Agreement, including the quality of the

48 •  AB DISCOVERY GROWTH FUND

investment research capabilities of the Manager 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 Manager. The directors also considered that the Management Agreement provides that the Fund will reimburse the Manager for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Manager or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Manager than the fee rate stated in the Fund’s Management 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 Manager’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Management 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 Manager for calendar years 2013 and 2014 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 noted the assumptions and methods of allocation used by the Manager in preparing fund-specific profitability data and understood 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 Manager’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Management Agreement with the profitability of fund management contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Manager’s relationship with the Fund before taxes and distribution expenses. The directors were satisfied that the Manager’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Manager and its affiliates from their relationships with the Fund, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Manager receives brokerage and research services from brokers that execute transactions for certain clients, including the Fund); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Manager) in respect

AB DISCOVERY GROWTH FUND  • 49

of certain classes of the Fund’s shares; transfer agency fees paid by the Fund to a wholly owned subsidiary of the Manager; and brokerage commissions paid by the Fund to brokers affiliated with the Manager. The directors recognized that the Manager’s profitability would be somewhat lower without these benefits. The directors understood that the Manager 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 2015 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 Manager showing performance of the Class A Shares as compared with the Russell 2500 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2015. The directors noted that the Fund was in the 5th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, in the 1st quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period. The Fund lagged the Index in all periods except the 5-year period. Based on their review and their discussion with the Adviser of the reasons for the Fund’s recent performance, the directors concluded that the Fund’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Fund to the Manager 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 noted that, at the Fund’s current size, its contractual effective advisory fee rate of 62.6 basis points, plus the less than 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the Manager’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Manager’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Fund’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of

50 •  AB DISCOVERY GROWTH FUND

the institutional fee schedule to the Fund’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Fund’s Management Agreement. The directors noted that the Manager 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 Manager its policies in respect of such arrangements.

The Manager reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. The Manager 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 Manager to institutional clients as compared to funds such as the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”) , subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Manager’s explanation of how it may use ETFs when they are the most cost-effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Fund would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Fund and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Fund. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other 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 or temporary. The directors view the expense ratio information as relevant to their evaluation of the Manager’s services because the Manager is responsible for coordinating services provided to the Fund by others.

The directors noted that the Fund’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Fund’s expense ratio was satisfactory.

AB DISCOVERY GROWTH FUND  • 51

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints and that the Fund’s net assets were higher than the breakpoint levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Manager concerning certain of its views on economies of scale. The directors also had requested and received from the Manager certain updates on economies of scale at the May 2015 meeting. The directors believe that economies of scale may be realized (if at all) by the Manager 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 setting breakpoints that give effect to the 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 were acceptable and provide a means for sharing of any economies of scale.

52 •  AB DISCOVERY GROWTH 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 AB Discovery Growth Fund, Inc. (the “Fund”),^2,3 prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by the August 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 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.

1 The information in the fee evaluation was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

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

3 On November 1, 2012, the Fund changed its name from AB Small/Mid Cap Growth Fund, Inc. to AB Discovery Growth Fund, Inc. On November 3, 2008, the Fund changed its policy of investing at least 80% of its net assets in “mid-cap” companies to “small- and mid-cap” companies. In connection with the change in investment strategy, the Fund’s portfolio management team and name were changed. Prior to November 3, 2008, the Fund was known as Mid-Cap Growth Fund, Inc.

AB DISCOVERY GROWTH FUND  • 53

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 of what Section 36(b) requires: to face liability under Section 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 arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1518 (2010). In Jones, 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 arm’s length bargaining as the benchmark for reviewing challenged fees.”⁴

FUND ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Fund pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement.⁵ Also shown are the Fund’s net assets on March 31, 2015.

Fund	Advisory Fee Schedule6	March 31, 2015 Net Assets ($MM)
Discovery Growth Fund, Inc.	0.75% on 1st $500 million 0.65% on next $500 million 0.55% on the balance	$	2,179.9

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 $61,595 (0.004% of the Fund’s average daily net assets) for such services.

4 Jones v. Harris at 1527.

5 Most of the AB Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG; however, the Fund is not affected by the settlement because it has lower breakpoints than the applicable NYAG related fee schedules.

6 The advisory fee of the Fund is based on the percentage of the Fund’s average daily net assets and is paid on a monthly basis

54 •  AB DISCOVERY GROWTH FUND

Set forth below are the Fund’s annualized semi-annual total expense ratios:⁷

Fund	Total Expense Ratio8			Fiscal Year End
Discovery Growth Fund, Inc.	Advisor Class A Class B Class C Class R Class K Class I Class Z	0.78 1.01 1.82 1.78 1.42 1.12 0.77 0.73	%  %  %  %  %  %  %  %	July 31 (ratios as of January 31, 2015)

I. ADVISORY 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 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

7 Semi-annual total expense ratios are unaudited.

8 Annualized.

AB DISCOVERY GROWTH FUND  • 55

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, 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.⁹ In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Fund had the AB Institutional fee schedule been applicable to the Fund based on March 31, 2015 net assets.¹⁰

Fund	Net Assets 3/31/15 ($MM)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Discovery Growth Fund, Inc.		$2,179.9	U.S. SMID Cap Growth 0.95% on 1st $25 million 0.75% on next $25 million 0.65% on next $50 million 0.55% on the balance Minimum account size: $25m		0.559%	0.619%

The Adviser represented that it does not provide any sub-advisory investment services to other investment companies that have a substantially similar investment style as the Fund.

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Fund with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ Lipper’s analysis included the comparison of the Fund’s contractual management

9 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 1528.

10 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.

11 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 negotiations conducted at arm’s length.” Jones v. Harris at 1529.

56 •  AB DISCOVERY GROWTH FUND

fee, estimated at the approximate current asset level of the Fund, to the median of the Fund’s Lipper Expense Group (“EG”)¹² and the Fund’s contractual management fee ranking.¹³

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, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

Fund	Contractual Management Fee (%)14		Lipper EG Median (%)	Lipper EG Rank
Discovery Growth Fund, Inc.		0.626	0.808		1/13

Lipper also compared the Fund’s most recently completed fiscal year total expense ratio to the medians of the Fund’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classifications/objective and load type as the subject Fund. Set forth below is Lipper’s comparison of the Fund’s total expense ratio and the median of the Fund’s EG and EU. The Fund’s total expense ratio ranking is also shown.

Fund	Total Expense Ratio (%)15		Lipper EG Median (%)	Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Discovery Growth Fund, Inc.		1.036	1.302		1/13		1.301		4/52

12 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. There are limitations to Lipper expense category data because different funds categorize expenses differently.

13 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 Fund had the lowest effective fee rate in the Lipper peer group.

14 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 advisory fee waivers or expense reimbursements made by the Adviser that would effectively reduce the actual effective management fee.

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

AB DISCOVERY GROWTH FUND  • 57

Based on this analysis, the Fund has equal rankings for contractual management fee and total expense ratio.

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 increased during calendar year 2014, relative to 2013.

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 and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent, distribution and brokerage related services to the Fund and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Fund’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Fund. The total amount paid to a financial intermediary associated with the sale of shares will generally not exceed the sum of (a) 0.25% of the current year’s fund sales by that firm and (b) 0.10% of the average daily net assets attributable to that firm over the year. In 2014, ABI paid approximately 0.05% of the average monthly assets of the AB Mutual Funds or approximately $20.4 million for distribution services and educational support (revenue sharing payments).

58 •  AB DISCOVERY GROWTH FUND

During the Fund’s most recently completed fiscal year, ABI received from the Fund $34,980, $2,499,226 and $19,501 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.¹⁶

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Fund, are based on the level of the network account and the class of shares 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 $1,039,699 in fees from the Fund.

The Fund effected brokerage transactions during the most recently completed fiscal year through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions. The Adviser represented that SCB’s profitability from any business conducted with the Fund is comparable to the profitability of SCB’s dealings with other similar third party clients. These credits and charges are not being passed onto any SCB client. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. 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 its 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 pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that

16 Effective November 1, 2014, ABI implemented a reduction to the Fund’s Class A distribution service payment rate from 0.30% to 0.25%.

AB DISCOVERY GROWTH FUND  • 59

changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant 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 AB 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 $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

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 arm’s length. See Jones v. Harris at 1529.

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.

60 •  AB DISCOVERY GROWTH FUND

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings²⁰ of the Fund relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2015.²²

Discovery Growth Fund, Inc.	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year		2.40		8.71		8.33	12/13	58/62
3 year		14.77		16.75		15.62	9/13	37/57
5 year		19.90		17.05		16.48	1/13	2/53
10 year		9.42		9.81		9.35	7/11	19/42

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Discovery Growth Fund, Inc.		2.40		14.77		19.90		9.42		10.44		21.42		0.46		10
Russell 2500 Growth Index		9.62		17.94		18.40		10.15		N/A		19.29		0.52		10
Inception Date: July 7, 1938

20 The performance returns and rankings of the Fund are for the Fund’s Class A shares. It should be noted that performance returns of the Fund 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 from a PU is somewhat different from that of an EU.

22 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, 2015.

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. The 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 viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

AB DISCOVERY GROWTH FUND  • 61

CONCLUSION:

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

Dated: June 5, 2015

62 •  AB DISCOVERY GROWTH FUND

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

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

FIXED INCOME (continued)

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Market Neutral Strategy-U.S.

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

MULTI-ASSET (continued)

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Exchange Reserves 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.

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

AB DISCOVERY GROWTH FUND  • 63

AB Family of Funds

NOTES

64 •  AB DISCOVERY GROWTH FUND

NOTES

AB DISCOVERY GROWTH FUND  • 65

NOTES

66 •  AB DISCOVERY GROWTH FUND

NOTES

AB DISCOVERY GROWTH FUND  • 67

NOTES

68 •  AB DISCOVERY GROWTH FUND

AB DISCOVERY GROWTH FUND

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

DG-0151-0715                

ITEM 2. CODE OF ETHICS.

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

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

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

				Audit-Related
		Audit Fees		Fees		Tax Fees
AB Discovery Growth	2014	$	30,983	$	—	$	17,204
	2015	$	31,922	$	—	$	22,714

(d) Not applicable.

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

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

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre- approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB Discovery Growth	2014	$	346,009	$	17,204
				$	—
				$	(17,204	)
	2015	$	400,964	$	22,714
				$	—
				$	(22,714	)

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-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 (a) (1)	Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

(Registrant): AB Discovery Growth Fund, Inc.

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

Date: September 21, 2015

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: September 21, 2015

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

Date: September 21, 2015

EX-99.CODE

Exhibit 12(a) (1)

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

The AllianceBernstein Mutual Fund Complex’s code of ethics (this “Code”) for the investment companies within the complex (collectively, the “Funds” and each, a “Company”) applies to each Company's Principal Executive Officer, Principal Financial and Accounting Officer and Controller (the “Covered Officers,” each of whom is set forth in Exhibit A) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

• compliance with applicable laws and governmental rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. For the purposes of this Code, members of the Covered Officer’s family include his or her spouse, children, stepchildren, financial dependents, parents and stepparents.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company’s Board of Directors or Trustees (the “Directors”) that the Covered Officers may also be officers or employees of one or more of the other Funds or of other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

• not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;

• not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

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There are some conflict of interest situations, whether involving a Covered Officer directly or a member of his family, that should always be discussed with the General Counsel of Alliance Capital Management L.P.(the “General Counsel”), if material. Examples of these include:

• service as a director on the board of directors or trustees of any public or private company (other than a not-for-profit organization);

• the receipt of any non-nominal gifts;

• the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III. Disclosure and Compliance

• Each Covered Officer should familiarize himself with the disclosure requirements and disclosure controls and procedures generally applicable to the Company;

• each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations;

• each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

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• it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the General Counsel that he has received, read, and understands the Code;

• annually thereafter affirm to the General Counsel that he has complied with the requirements of the Code;

• complete at least annually a questionnaire relating to affiliations or other relationships that may give rise to conflicts of interest;

• not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and

• notify the General Counsel promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, waivers sought by a Covered Officer will be considered by the Company’s Audit Committee (the “Committee”).

The Company will follow these procedures in investigating and enforcing this Code:

• the General Counsel will take all appropriate action to investigate any potential violations reported to him;

• if, after such investigation, the General Counsel believes that no material violation has occurred, the General Counsel is not required to take any further action;

• any matter that the General Counsel believes is a material violation will be reported to the Committee;

• if the Committee concurs that a material violation has occurred, it will inform and make a recommendation to the Directors, who will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

• the Committee will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

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V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company’s adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, it is understood that this Code is in all respects separate and apart from, and operates independently of, any such policies and procedures. In particular, the Company’s and its investment adviser’s and principal underwriter's codes of ethics under Rule 17j-l under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Directors, including a majority of independent directors.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Directors, the investment adviser, their counsel, counsel to the Company and, if deemed appropriate by the Directors of the Company, to the Directors of the other Funds.

VIII. Internal Use

The Code is intended solely for internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

Date: July 22, 2003, as amended March 17, 2004

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Exhibit A

Persons Covered by this Code of Ethics

Principal Executive Officer

Principal Financial and Accounting Officer

Controller

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EX-99.CERT

Exhibit 12(b)(1)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert M. Keith, President of AB Discovery Growth Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AB Discovery Growth Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2015

/s/ Robert M. Keith

Robert M. Keith

President

Exhibit 12(b)(2)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Joseph J. Mantineo, Treasurer and Chief Financial Officer of AB Discovery Growth Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AB Discovery Growth Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information ; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2015

/s/ Joseph J. Mantineo

Joseph J. Mantineo

Treasurer and Chief Financial Officer

EX-99.906 CERT

EXHIBIT 12(c)

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of AB Discovery Growth Fund, Inc. (the “Registrant”), hereby certifies that the Registrant’s report on Form N-CSR for the period ended July 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: September 21, 2015

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.