Seward & Kissel LLP
                               901 K Street, N.W.
                                   Suite 800
                             Washington, D.C. 20001
                           Telephone: (202) 737-8833
                           Facsimile: (202) 737-5184
                                 www.sewkis.com


                                                        December 6, 2013

VIA EDGAR
---------

Ms. Laura Hatch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:     AllianceBernstein Tax-Aware Fixed Income Portfolio
                 Post-Effective Amendment No. 117
                 File Nos. 2-48227 and 811-02383
                 --------------------------------------------------

Dear Ms. Hatch:

      This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendments
to the registration statement filed on Form N-1A of AllianceBernstein Tax-Aware
Fixed Income Portfolio (the "Fund"), as provided orally to Joanne A. Skerrett of
this office on November 12, 2013. The Staff's comments and our responses are
discussed below.

Prospectus
----------

Comment 1:  Fees and Expenses of the Fund - Shareholder Fees: The sales
            charge for Class A shares reflected under "Shareholder Fees" for
            Contingent Deferred Sales Charges ("CDSCs"), currently reading
            "None", should be 1% as is stated in the footnote (a) and footnote
            (a) should instead explain the circumstances upon which no CDSC will
            occur. Please update the performance information if appropriate to
            reflect the CDSC.

Response:   The CDSC for Class A shares is not charged to a typical investor and
            only applies when no front-end sales charge is assessed. We believe
            it would be misleading to include it in the table. We have not
            revised footnote (a) or the table in response to this comment.

Comment 2:  Fees and Expenses of the Fund - Exchange Fee: Please consider
            deleting the line item since the amounts are None for each share
            class.

Response:   The line item in the table is intended to highlight a fee that is
            not charged by the Fund in contrast to other Funds with such a fee.
            The Fund wishes to retain this disclosure.

Comment 3:  Fees and Expenses of the Fund - Fee Waiver and/or Expense
            Reimbursement: Please confirm that the expense limitation agreement
            will be in place for one year after the effective date of the
            Prospectus and please include the agreement as an exhibit in the
            Fund's 485(b) filing.

Response:   The expense limitation agreement will remain in effect for at least
            one year after the effective date of the Prospectus and will be
            included as an exhibit in the Fund's 485(b) filing.

Comment 4:  Fees and Expenses of the Fund - Fee Waiver and/or Expense
            Reimbursement: With respect to footnote (d) please confirm that the
            items listed as excluded from the waived management fees are not
            expenses of the Fund that otherwise should be line items in the Fees
            and Expenses table.

Response:   Items such as acquired fund fees and expenses and interest expense
            are expenses of the Fund that would be included as line items in the
            table. Any other expenses will be included in the fee table if
            required by Form N-1A.

Comment 5:  Fees and Expenses of the Fund - Fee Waiver and/or Expense
            Reimbursement: Please confirm that the Adviser cannot in the future
            recoup fees that exceed the expense limitation amounts at the time
            the fees were waived.

Response:   The Adviser cannot recoup fees in amounts that would cause the
            Fund's expenses to exceed the expense limitation in effect when the
            fees were waived.

Comment 6:  Fees and Expenses of the Fund - Fee Waiver and/or Expense
            Reimbursement: With respect to footnote (d), please clarify what is
            meant by the Fund's "total initial offering expenses" and how that
            relates to the expense limitation agreement and the Adviser's
            ability to recoup fees.

Response:   Total initial offering expenses are as defined by the Financial
            Accounting Standards Board. The footnote means that, under the
            expense limitation agreement, expenses cannot be reimbursed to the
            Adviser in an aggregate amount higher than the initial offering
            expenses incurred by the Fund.

Comment 7:  Principal Strategies: If the Fund will invest in U.S. territories
            such as Guam or Puerto Rico, please discuss these investments and
            their possible impact in the Principal Strategies and Principal
            Risks sections, especially with respect to municipal bonds of Puerto
            Rico.

Response:   Investments in municipal securities of issuers in Puerto Rico and
            Guam are not principal strategies of the Fund. We have added
            disclosure about investments in these securities to the Additional
            Information section of the Prospectus.

Comment 8:  Principal Strategies: Please discuss the maturity range of the
            municipal bonds in which the Fund will invest.

Response:   We have revised the Prospectus in response to this comment.

Comment 9:  Principal Strategies: Please discuss whether there is an upper limit
            to the Fund's investments in junk bonds. If there is a significant
            amount of investment in junk bonds (10% or more) please explain to
            the Staff how such investments meet the Fund's objective of not
            assuming undue risk.

Response:   The Fund may invest significantly in junk bonds. While we do not
            agree that such investments necessarily pose "undue risks", we have
            revised the Fund's investment objective. The Fund's revised
            investment objective is "to seek to maximize after-tax return and
            income."

Comment 10: Principal Strategies: Please describe the types of swaps
            transactions the Fund intends to enter.

Response:   We have revised the dislosure in response to this comment.

Comment 11: Principal Strategies: If the Fund invests in credit default swap
            agreements ("CDS"), or intends to write CDS, please confirm to the
            Staff that, in case of default, the Fund will cover the full
            notional value of the CDS it writes.

Response:   The Fund covers its position in accordance with the 1940 Act, the
            rules thereunder and SEC and Staff interpretative guidance.

Comment 12: Principal Strategies: If the Fund invests in total return swaps,
            discuss in your response how the Fund intends to cover such
            investments.

Response:   The Fund covers its position in accordance with the 1940 Act, the
            rules thereunder and SEC and staff interpretative guidance.

Comment 13: Principal Risks: As reflected in the ICI Letter, a derivatives risk
            disclosure needs to be tailored to the contemplated use of the
            derivatives by the Portfolio and specific as to the Portfolio's
            intent. Please ensure that the derivatives risk disclosure is
            consistent with the ICI Letter.

Response:   We have revised the Principal Strategies disclosure regarding
            derivatives in response to this comment.

Comment 14: Principal Risks - Below Investment Grade Securities Risk: Please add
            disclosure to this risk factor stating that such investments are
            considered "speculative".

Response:   We have not revised this disclosure to include a reference to
            "speculative" because we do not believe it is necessary to explain
            this risk. We have, however, revised the disclosure to emphasize the
            risks of these investments.

Comment 15: Additional Information About Purchase and Sale of Fund Shares, Taxes
            and Financial Intermediaries: Please delete this header as it is not
            required by Form N1-A.

Response:   We have revised the Prospectus to delete this header.

Comment 16: Payments to Broker-Dealers and Other Financial Intermediaries:
            Please delete the last sentence of this paragraph as it is not
            required by Form N1-A.

Response:   We have revised the Prospectus to delete the last sentence.

Comment 17: Additional Information About the Fund's Risk and Investments -
            Investments in Exchange-Traded Funds and Other Investment Companies:
            Confirm to the Staff that investment in exchange-traded funds is not
            a principal investment strategy of the Fund and that there are no
            acquired fund fees and expenses associated with such investments
            that should be included in the Fees and Expenses table.

Response:   This is to confirm that investments in exchange-traded funds are not
            a principal investment strategy of the Fund. At this time, no
            acquired fund fees and expenses associated with such investments
            need be included in the Fees and Expenses table.

Comment 18: How to Buy Shares - Asset-Based Sales Charges or Distribution and/or
            Service (Rule 12b-1) Fees: Please ensure that the amounts stated in
            this table for each share class match the amounts given in the Fees
            and Expenses table at the beginning of the Prospectus.

Response:   We have revised the Prospectus in response to this comment.

Comment 19: Management of the Fund - Investment Adviser: Please match the items
            listed in the parenthetical in the second paragraph to footnote (d)
            in the Fees and Expenses table and the corresponding paragraph in
            the Statement of Additional Information.

Response:   We have revised the Prospectus and Statement of Additional
            Information in response to this comment.

Comment 20: Performance of Similarly Managed Accounts: Please disclose whether
            the numbers presented are net of sales charges.

Response:   We have revised the disclosure to reflect this comment to clarify
            that the numbers presented are adjusted for the Class A share
            expenses but not sales charges.

Comment 21: Appendix A: Please explain why there is a 3% front-end sales charge
            applied to the Class A shares with respect to the hypothetical
            investment.

Response:   We have revised the Prospectus in several places to clarify that the
            Fund has a 3% front-end sales load for Class A shares that
            applies to purchases of the Fund's Class A shares.

                                     * * *

      We hereby acknowledge that (i) the Fund is responsible for the adequacy
and accuracy of the disclosures in the filing; (ii) Staff comments or changes to
disclosure in response to Staff comments in the filing reviewed by the Staff do
not foreclose the SEC from taking any action with respect to the filing; and
(iii) the Fund may not assert Staff comments as a defense in any proceedings
initiated by the SEC or any person under the federal securities laws of the
United States.

      If you have any additional comments or questions, please contact Kathleen
Clarke or the undersigned at (202) 737-8833.

                                                    Sincerely,

                                                    /s/ Joanne A. Skerrett
                                                    ----------------------
                                                    Joanne A. Skerrett


cc:      Emilie D. Wrapp, Esq.
         Eric Freed, Esq.
         Stephen J. Laffey, Esq.
         Kathleen K. Clarke, Esq.